EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.05 OF THE
INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE
BUT NOT IN PART, ONLY TO ANOTHER 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 The Depository Trust Company, a New York
corporation ("DTC"), to Issuer 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 inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
FORD MOTOR COMPANY
[100,000,000][$200,000,000]
R___ CUSIP 345370BN9
7 1/8% DEBENTURE DUE NOVEMBER 15, 2025
----------------------------------------
FORD MOTOR 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 [ONE HUNDRED MILLION DOLLARS ($100,000,000)][TWO
HUNDRED MILLION DOLLARS ($200,000,000)] on November 15, 2025, and
to pay interest thereon from November 14, 1995 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on May 15 and November 15 in
each year, commencing May 15, 1996, at the rate of 7 1/8% 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
such 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 May 1 or November 1 (whether or not a business
day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder 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 Holders of Securities
of this series 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 said Indenture.
Payment of the principal of and interest on this Security
will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, the City and State
of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts and in immediately available funds;
provided, however, that at the option of the Company payment of
interest may be made by wire transfer of immediately available
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 a duly authorized issue of
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 15, 1992 (herein called the "Indenture"),
between the Company and The Bank of New York, Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture with respect to the series of Securities
partially 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 [100,000,000]
[$200,000,000] principal amount of the Company's 7 1/8%
Debentures due November 15, 2025, limited in aggregate principal
amount to $300,000,000.
This Global Security is not subject to redemption.
The Securities of this series are subject to the defeasance
and covenant defeasance provisions set forth in Article Fourteen
of the Indenture.
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.
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
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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 exchange 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, particularly the limitation set
forth in Section 2.05(b) of the Indenture, 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.
Upon the occurrence of an event described in Section 2.05(c)
of the Indenture, the Holder hereof shall surrender this Global
Security to the Trustee for cancellation whereupon, in accordance
with said Section 2.05(c), the Company will execute and the
Trustee will authenticate and deliver Securities of this series
in definitive registered form without coupons, in denominations
of $5,000 and any integral multiple thereof, and in an aggregate
principal amount equal to the aggregate principal amount of this
Global Security 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.
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IN WITNESS WHEREOF, the Company has caused this Global
Security to be signed by its Chairman of the Board, or its
President, or one of its Executive Vice Presidents, or one of its
Vice Presidents, and by its Treasurer or one of its Assistant
Treasurers, or its Secretary or one of its Assistant Secretaries,
manually or in facsimile, and a facsimile of its corporate seal
to be imprinted hereon.
FORD MOTOR COMPANY
By:
-------------------------
Name: D. N. McCammon
Title: Vice President - Finance
By:
-------------------------
Name: P. J. Sherry, Jr.
Title: Assistant Secretary
[Corporate Seal]
Attest:
---------------------------
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
-----------------------
Authorized Signatory
Dated:
---------------------
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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.
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