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Exhibit 4.1
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FORD MOTOR CREDIT COMPANY
AND
THE CHASE MANHATTAN BANK, TRUSTEE
(Successor Trustee to Manufacturers Hanover Trust Company)
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SIXTH SUPPLEMENTAL INDENTURE
Dated as of June 1, 1998
Supplemental to Indenture
Dated as of February 1, 1985 as Supplemented by a
First Supplemental Indenture dated as of April 1, 1986,
a Second Supplemental Indenture dated as of
September 1, 1986, a Third Supplemental
Indenture dated as of March 15, 1987,
a Fourth Supplemental Indenture
dated as of April 15, 1988 and
a Fifth Supplemental Indenture dated as of September 1, 1990
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Unsecured and Unsubordinated Debt Securities
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SIXTH SUPPLEMENTAL INDENTURE, dated as of the first day of June, 1998,
between FORD MOTOR CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter sometimes called the
"Company"), and THE CHASE MANHATTAN BANK, a corporation duly organized and
existing under the laws of the State of New York (hereinafter sometimes called
the "Trustee"), as Trustee under the indenture of the Company, dated as of
February 1, 1985, as supplemented by a First Supplemental Indenture dated as of
April 1, 1986, a Second Supplemental Indenture dated as of September 1, 1986, a
Third Supplemental Indenture dated as of March 15, 1987, a Fourth Supplemental
Indenture dated as of April 15, 1988 and a Fifth Supplemental Indenture dated as
of September 1, 1990 (such indenture as so supplemented is hereinafter called
the "Indenture").
RECITALS OF THE COMPANY
WHEREAS, the Indenture provides for the issuance from time to time of
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness of the Company (herein called the "Securities") in one or more
series in an unlimited aggregate principal amount;
WHEREAS, the Company desires, pursuant to Section 9.01 of the
Indenture to supplement and amend the Indenture, in order to permit the Company
to issue. Securities governed by and construed in accordance with laws other
than those of the State of New York; and
WHEREAS, the Company represents that all acts and things necessary to
constitute these presents a valid indenture and agreement according to its
terms, have been done and performed, and the execution of this Sixth
Supplemental Indenture has in all respects been duly authorized, and the
Company, in the exercise of legal right and power in it vested, is executing
this Sixth Supplemental Indenture;
NOW, THEREFORE,
In consideration of the premises and the sum of One Dollar to it duly
paid by the Trustee at the execution of these presents, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective Holders from time to time
of the Securities (and of the coupons, if any, appertaining thereto) or of a
series hereof, as follows:
ARTICLE ONE
SECTION 1.01. Section 3.01 of the Indenture is hereby amended by
(i) deleting the word "and" at the end of Section 3.01(15);
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(ii) redesignating Subsection 3.01(16) as 3.01(17); and
(iii) adding a new Subsection 3.01(16) to read as follows:
"(16) if other than the laws of the State of New York, the law
or laws of any other jurisdiction, domestic or foreign, by which
any Security or portion thereof shall be governed and construed
in accordance with; and".
SECTION 1.02. Section 16.04 of the Indenture is hereby amended by
deleting the first word thereof and inserting in its place the phrase
"Except as otherwise provided in accordance with Section 3.01, this".
ARTICLE TWO
Miscellaneous Provisions
SECTION 2.01. This Sixth Supplemental Indenture is executed by the
Company, and by the Trustee upon the Company's request, pursuant to the
provisions of Section 9.01 of the Indenture, and the terms and conditions hereof
shall be deemed to be part of the Indenture for all purposes. The Indenture, as
supplemented and amended by this Sixth Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
SECITON 2.02. This Sixth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
SECTION 2.03. The Trustee assumes no responsibility for the correctness
of the recitals herein contained, which shall be taken as the statements of the
Company. The Trustee makes no representations and shall have no responsibility
as to the validity or sufficiency of this Sixth Supplemental Indenture or the
due authorization and execution hereof by the Company.
SECTION 2.04. Except as otherwise provided by Article One of this Sixth
Supplemental Indenture, this Sixth Supplemental Indenture and each Security
shall be deemed to be a contract made under the laws of the State of New York
and for all purposes shall be construed in accordance with the laws of such
state without regard to the conflicts of law principles.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this Sixth
Supplemental Indenture to be duly signed and acknowledged by its Chairman of the
Board or its President or an Executive Vice President or a Vice President or its
Treasurer or its Secretary or an Assistant Secretary thereunto duly authorized,
and its corporate seal to be affixed hereunto,
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and the same to be attested by its Secretary or an Assistant Secretary; and The
Chase Manhattan Bank, as Trustee under the Indenture, has caused this Sixth
Supplemental Indenture to be duly signed and acknowledged by one of its Vice
Presidents or Assistant Vice Presidents thereunto duly authorized, and its
corporate seal to be affixed hereunto, and the same to be attested by one of its
Assistant Secretaries or Trust Officers.
FORD MOTOR CREDIT COMPANY
By /s/ Hurley D. Smith
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Secretary
Attest: /s/ R. P. Conrad
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Assistant Secretary
[CORPORATE SEAL]
THE CHASE MANHATTAN BANK
By /s/ Michael Smith
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Assistant Vice President
Attest: /s/ Robert Presculer
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Trust Officer
[CORPORATE SEAL]