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Exhibit 4-A
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
[$50,000,000] [$200,000,000]
R__ CUSIP 345370BP4
7 1/2% DEBENTURE DUE AUGUST 1, 2026
________________________________________
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 [FIFTY MILLION DOLLARS ($50,000,000)] [TWO HUNDRED MILLION
DOLLARS ($200,000,000)] on August 1, 2026, and to pay interest thereon from
August 1, 1996 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on February 1 and August 1 in
each year, commencing February 1, 1997, at the rate of 7 1/2% 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
January 15 or July 15 (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
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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
[$50,000,000] [$200,000,000] principal amount of the Company's 7 1/2%
Debentures due August 1, 2026, limited in aggregate principal amount to
$250,000,000.
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
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the Indenture and certain past 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
By:
__________________________
Name: Peter 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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