EXHIBIT 4-B
[FORM OF FACE OF DEFINITIVE DEBENTURE]
FORD MOTOR COMPANY
No. $
------------------ --------------
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
______________________, or registered assigns, the principal
sum of _________________________________________ Dollars 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.
2
Reference is made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if
set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse
hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, FORD MOTOR COMPANY has caused this
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.
Dated:
------------------
[CORPORATE SEAL] FORD MOTOR COMPANY
By:
-----------------------------
By:
-----------------------------
Attest:
- -----------------------
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
3
[FORM OF REVERSE OF DEBENTURE]
FORD MOTOR COMPANY
7 1/8% DEBENTURE DUE NOVEMBER 15, 2025
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"), among 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 which this Security is a part), 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 one of
the Securities of the series designated on the face hereof,
limited in aggregate principal amount to $300,000,000.
The Securities of this series are 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 the Securities
of this series 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 defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any 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 Security.
4
No reference herein to the Indenture and no provision of
this 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
premium, if any, on) and interest, if any, on this 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 Security
is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office or
agency of the Company in any place where the principal of
(and premium, if any, on) and interest, if any, on this
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 one or more new Securities of this series, of
authorized denominations and for the same aggregate
principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $5,000
and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of
different authorized denominations as requested by the
Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, 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 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 Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in
the Indenture.
s:\debt95\debt13.doc