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Exhibit 10-J
AMENDED AND RESTATED PROFIT
MAINTENANCE AGREEMENT dated as
of July 1, 1993 between Ford Motor
Company, a Delaware corporation
(hereinafter called "Ford"), and Ford
Motor Credit Company, a Delaware
corporation (hereinafter called "Ford
Credit")
WITNESSETH:
WHEREAS, Ford and Ford Credit (i) entered into a profit maintenance
agreement dated as of December 12, 1974, as amended by amendments dated as of
April 14, 1978, January 15, 1980, March 28, 1989 and March 15, 1990; and (ii)
desire to further amend and restate the same to read as set forth below (such
amended and restated profit maintenance agreement being hereinafter called the
"Agreement").
NOW, THEREFORE, the parties hereto agree that the Agreement shall read
as follows:
WHEREAS, Ford Credit is a wholly-owned subsidiary of Ford;
WHEREAS, Ford Credit has agreed, for the remainder of the calendar
year 1993 and for each subsequent calendar year through 1998, to continue to
make available financing accommodations to dealers in vehicles manufactured or
sold by Ford to no less an extent than Ford Credit made such services available
during the calendar year 1992 and the first half of 1993; and
WHEREAS, in consideration of the foregoing, Ford has agreed to make
payments to Ford Credit in the events and upon the conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements hereinafter provided, the parties hereto hereby agree as follows:
1. As used herein, "Invested Capital" shall mean an amount equal to
stockholder's equity less net assets of unconsolidated subsidiaries, as shown
on a consolidated balance sheet of Ford Credit and its consolidated
subsidiaries, determined as of the beginning of the calendar year for which any
computation is made hereunder.
2.(a) Ford shall make a payment, to the extent required, to Ford
Credit, as of the end of each quarterly accounting period during the years 1993
through 1998 (beginning with the third quarter of 1993), equal to the greater
of (i) an amount sufficient to cause the income before income taxes of Ford
Credit and its consolidated subsidiaries, for the portion of the calendar year
ended at the end of such quarterly period, as shown on a consolidated statement
of income of Ford Credit and its consolidated subsidiaries for such portion of
the calendar year, to be not less than 2% on an annualized basis of Invested
Capital, or (ii) an amount sufficient to cause the net income of Ford Credit
and its consolidated subsidiaries (which is, among other things, after
provision for income taxes and after giving effect to net income or loss of
unconsolidated subsidiaries), for such portion of the calendar year, as shown
on such statement of income, to be not less than 1% on an annualized basis of
Invested Capital. In the event that the amounts computed under clauses (i) and
(ii) above shall be equal, Ford shall make a payment to Ford Credit equal to
such amount.
(b) In the event that Ford shall have made a payment to Ford Credit
under paragraph 2(a) with respect to any portion of a calendar year, and Ford
Credit thereafter shall have, for the portion of the calendar year ended at
the end of any subsequent quarterly accounting period during the same calendar
year, both (i) income before income taxes of Ford Credit and its
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consolidated subsidiaries in an amount in excess of 2% on an annualized basis
of Invested Capital, and (ii) net income of Ford Credit and its consolidated
subsidiaries in an amount in excess of 1% on an annualized basis of Invested
Capital, Ford Credit shall make a repayment to Ford equal to the lesser of (A)
an amount sufficient to reduce income before income taxes of Ford Credit and
its consolidated subsidiaries to 2% on an annualized basis of Invested Capital,
or (B) an amount sufficient to reduce net income of Ford Credit and its
consolidated subsidiaries to 1% on an annualized basis of Invested Capital (but
not to exceed the aggregate of any payments made to Ford Credit hereunder
during such year less any prior repayments made by Ford Credit during such year
under this paragraph 2(b)). In the event that the amounts computed under
clauses (A) and (B) above shall be equal, Ford Credit shall make a repayment to
Ford equal to such amount.
3. Ford Credit shall continue to make wholesale inventory and retail
financing accommodations generally available to dealers in vehicles
manufactured or sold by Ford and to their customers during the remainder of
1993 and during each subsequent calendar year through 1998 to no less an extent
than Ford Credit made such services available during 1992 and the first half of
1993.
4. All determinations hereunder shall be made in accordance with
generally accepted accounting principles.
5. This Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated hereby and shall supersede
all prior agreements between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
Attest: FORD MOTOR COMPANY
/Thomas DeZure/ /M.S. Macdonald/
FORD MOTOR CREDIT COMPANY
/Hurley D. Smith/ /W. O. Staehlin/