Exhibit 99
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture"), dated as
of December 5, 1996, between Ford Motor Company, a Delaware corporation, as
Issuer (the "Company"), and The Bank of New York, a New York corporation, as
Trustee (the "Trustee").
WITNESSETH:
WHEREAS, in accordance with Section 9.01 of the Indenture, dated as of
February 15, 1992, between the Company and the Trustee (the "Indenture")
relating to the unsecured and unsubordinated debt securities of the Company (the
"Securities"), the Company and the Trustee desire to amend the Indenture as
herein set forth;
WHEREAS, Section 9.01(9) of the Indenture permits the Indenture to be
amended to make provisions with respect to matters or questions arising under
the Indenture, provided that such action shall not adversely affect the
interests of the Holders of Securities of any series in any material respect;
WHEREAS, the amendments set forth herein will not materially and adversely
affect the rights of any Holder of any series of Securities issued under the
Indenture to date; and
WHEREAS, all other things necessary to make this First Supplemental
Indenture a valid supplement to the Indenture according to its terms have been
done.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Certain Terms Defined in the Indenture. All capitalized terms
used herein without definition herein shall have the meanings ascribed thereto
in the Indenture.
SECTION 2. Amendment of Section 2.02. The last paragraph of text prior to
the date and signature lines in Section 2.02 of the Indenture is hereby amended
and restated in its entirety as follows:
"IN WITNESS WHEREOF, the Company has caused this Security to be
signed by its Chairman of the Board, its President, one of its
Executive Vice Presidents, Group Vice Presidents or Vice Presidents,
its Treasurer or one of its Assistant Treasurers, and by its
Secretary or one of its Assistant Secretaries, manually or in
facsimile, and a facsimile of its corporate seal to be imprinted
hereon."
SECTION 3. Amendment of Section 3.03. The first sentence of the first
paragraph of Section 3.03 of the Indenture is hereby amended and restated in its
entirety as follows:
"The Securities shall be signed on behalf of the Company by its
Chairman of the Board, its President, one of its Executive Vice
Presidents, Group Vice Presidents or Vice Presidents, its Treasurer or
one of its Assistant Treasurers, and by its Secretary or one of its
Assistant Secretaries, under its corporate seal reproduced thereon."
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SECTION 4. Governing Law. This First Supplemental Indenture shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance with the laws of said
State.
SECTION 5. Counterparts. This First Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original, but all of
which shall together constitute one and the same instrument.
SECTION 6. Ratification. Except as expressly amended hereby, each provision
of the Indenture shall remain in full force and effect and, as amended hereby,
the Indenture is in all respects agreed to, ratified and confirmed by each of
the Company and the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first above written.
FORD MOTOR COMPANY
[Seal]
By: /s/J. M. Rintamaki
Name: J. M. Rintamaki
Title: Secretary
Attest: /s/T. J. DeZure
T. J. DeZure
Assistant Secretary
THE BANK OF NEW YORK
[Seal]
By: /s/Mary Jane Morrissey
Name: Mary Jane Morrissey
Title: Vice President
Attest: /s/Paul J. Schmalzel
Paul J. Schmalzel
Assistant Treasurer
STATE OF MICHIGAN )
) ss.:
COUNTY OF WAYNE )
On this 5th day of December, 1996, before me personally came J. M.
Rintamaki, to me known, who, being by me duly sworn, did depose and say at
Dearborn, Michigan, that he is the Secretary of FORD MOTOR COMPANY, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his/her name thereto
by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/Deanna M. Rowe
Deanna M. Rowe
Notary Public, Wayne County, MI
My Commission Expires January 7, 1998
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 6th day of December, 1996, before me personally came Mary Jane
Morrissey, to me known, who, being by me duly sworn, did depose and say that
(s)he resides at 1320 Sunrise Ave, Pt. Pleasant, N.J., that she is a Vice
President of THE BANK OF NEW YORK, one of the corporations described in and
which executed the above instrument; that (s)he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that (s)he signed his/her name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/Timothy J. Shea
Timothy J. Shea
Notary Public, State of New York
No. 01SH5027547
Qualified in New York County
Commission Expires May 8, 1998