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EXHIBIT 4.1
EXCEPT AS OTHERWISE PROVIDED IN 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" or the "Depository"), to
the Company 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 insomuch as the registered owner
hereof, Cede & Co., has an interest herein.
FORD MOTOR CREDIT COMPANY
$200,000,000
FLOATING RATE TERM ENHANCED REMARKETABLE SECURITIES
R1 CUSIP 345397 SC 8
FORD MOTOR CREDIT 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 TWO HUNDRED MILLION DOLLARS ($200,000,000) on August 27,
2006 (the "Maturity Date"), unless redeemed or repurchased or the Maturity Date
is adjusted as herein provided, and to pay interest thereon in the manner and on
the dates (each such date an "Interest Payment Date") set forth herein, from
August 27, 1998 (the "Issue Date") or from the most recent Interest Payment Date
to which interest has been paid or duly provided for 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 the
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 fifteenth day (whether or not
a Business Day) preceding such Interest Payment Date; provided, however, that in
the case of any Interest Payment Date relating to the Window Period, interest
will be payable on the first day of each Window Recouponing Period and on the
Additional Remarketing Date to the person entitled to receive principal on such
date.
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder hereof 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 the Holder hereof 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 the Indenture.
Payment of the principal of and any 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 the duly authorized 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 1, 1985, as supplemented (the
"Indenture"), between the Company and The Chase Manhattan Bank, as successor
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trustee to Manufacturers Hanover Trust Company, as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities 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 $200,000,000 aggregate principal
amount of the Company's Floating Rate Term Enhanced Remarketable Securities. The
Securities of the series of which this global Security is a part, are limited to
$700,000,000 aggregate principal amount.
INTEREST
Determination of Applicable Interest Rate for Initial Period. The per annum
interest rate on the Securities of this series in effect for each day of an
Initial Interest Period will be equal to the Three Month LIBOR Rate plus 10
basis points (0.10%) (the "Initial Interest Rate") and will be payable on the
27th day of the months of February, May, August and November during the Initial
Period commencing on November 27, 1998 (each such date an "Initial Interest
Payment Date"). The Initial Interest Rate for each Initial Interest Period
during the Initial Period will be set on the 27th day of the months of February,
May, August and November of each year commencing August 27, 1998 (each such date
an "Initial Interest Reset Date"). If any Initial Interest Reset Date (other
than the first Initial Interest Reset Date occurring on the Issue Date) and
Initial Interest Payment Date would otherwise be a day that is not a LIBOR
Business Day, such Initial Interest Reset Date and Initial Interest Payment Date
shall be the next succeeding LIBOR Business Day, unless the next succeeding
LIBOR Business Day is in the next succeeding calendar month, in which case such
Initial Interest Reset Date and Initial Interest Payment Date shall be the
immediately preceding LIBOR Business Day. "Initial Period" shall mean the period
from and including August 27, 1998 (the "Issue Date") to but excluding August
27, 2001 (the "Initial Investor Maturity Date"). "LIBOR Business Day" means any
day that is not a Saturday or Sunday and that, in the City of New York or the
City of London, is not a day on which banking institutions are generally
authorized or obligated by law to close. "Initial Interest Period" shall mean
the period from and including an Initial Interest Reset Date to but excluding
the next succeeding Initial Interest Reset Date and, in the case of the last
such period, from and including the Initial Interest Reset Date immediately
preceding the Initial Investor Maturity Date, to but not including the Initial
Investor Maturity Date. If the Initial Investor Maturity Date is not a Business
Day, then the principal amount of the Securities of this series plus accrued and
unpaid interest thereon shall be paid on the next succeeding Business Day and no
interest shall accrue for the Initial Investor Maturity Date or any day
thereafter. "Business Day" shall mean any day that is not a Saturday or Sunday
and that, in the City of New York, is not a day on which banking institutions
are generally authorized or obligated by law to close.
The "Three Month LIBOR Rate" shall mean the rate determined in accordance
with the following provisions:
(i) On the second day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market preceding each Initial
Interest Reset Date (each such date a "LIBOR Interest Determination Date"),
The Chase Manhattan Bank (the "LIBOR Reference Agent"), as agent for the
Company, will determine the Three Month LIBOR Rate which shall be the rate
for deposits in U.S. dollars having a three-month maturity which appears on
the Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR
Interest Determination Date. "Telerate Page 3750" means the display page so
designated on the Dow Jones Markets Limited (or such other page as may
replace that page on that service or such other service or services as may
be nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits). If the
Three Month LIBOR Rate on such LIBOR Interest Determination Date does not
appear on the Telerate Page 3750, such Three Month LIBOR Rate will be
determined as described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date for which the
Three Month LIBOR Rate does not appear on the Telerate Page 3750 as
specified in (i) above, the Three Month LIBOR Rate will be determined on
the basis of the rates at which deposits in U.S. dollars are offered by
four major banks in the London interbank market selected by the LIBOR
Reference Agent (the "Initial Period
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Reference Banks") at approximately 11:00 a.m., London time, on such LIBOR
Interest Determination Date to prime banks in the London interbank market
having a three-month maturity and in a principal amount equal to an amount
of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. The LIBOR Reference Agent will
request the principal London office of each of such Initial Period
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the Three Month LIBOR Rate on such LIBOR Interest
Determination Date will be the arithmetic mean (rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point,
with 5 one-millionths of a percentage point rounded upwards) of such
quotations. If fewer than two quotations are provided, the Three Month
LIBOR Rate on such LIBOR Interest Determination Date will be the arithmetic
mean (rounded upwards, if necessary, to the nearest one hundred-thousandth
of a percentage point, with 5 one-millionths of a percentage point rounded
upwards) of the rates quoted by three major banks in New York City selected
by the LIBOR Reference Agent at approximately 11:00 a.m., New York City
time, on such LIBOR Interest Determination Date for loans in U.S. dollars
to leading European banks, having a three-month maturity and in a principal
amount equal to an amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time;
provided, however, that if the banks in New York City selected as aforesaid
by the LIBOR Reference Agent are not quoting as mentioned in this sentence,
the Initial Interest Rate for the Initial Interest Period commencing on the
Initial Interest Reset Date following such LIBOR Interest Determination
Date will be the Initial Interest Rate in effect on such LIBOR Interest
Determination Date.
The amount of interest for each day that this Security is outstanding (the
"Daily Interest Amount") during any Initial Interest Period will be calculated
by dividing the Initial Interest Rate in effect for such day by 360 and
multiplying the result by the principal amount of this Security. The amount of
interest to be paid on this Security for any Initial Interest Period will be
calculated by adding the Daily Interest Amounts for each day in such Initial
Interest Period.
Determination of Applicable Interest Rate Subsequent to Initial
Period. From, and including, the Initial Investor Maturity Date if such date is
not a Window Period Remarketing Date or, from and including the Additional
Remarketing Date, if the Initial Investor Maturity Date is a Window Period
Remarketing Date, to but excluding the Maturity Date, the Securities of this
series will bear interest at the Interest Rate to Maturity. Interest determined
pursuant to the preceding sentence shall be paid semiannually on each day that
is a six-month anniversary of the Window Period Remarketing Date or the
Additional Remarketing Date, as the case may be.
The "Interest Rate to Maturity" shall be the per annum rate determined by
the Remarketing Dealer by 3:30 p.m., New York City time, on the third Business
Day immediately preceding the Initial Investor Maturity Date (if such date is
not a Window Period Remarketing Date) or the Additional Remarketing Date (if the
Initial Investor Maturity Date is a Window Period Remarketing Date) (the
"Re-pricing Date"), to the nearest one hundred-thousandth (0.00001) of one
percent per annum, and will be equal to the sum of the Base Rate plus the
Applicable Spread, which will be based on the Dollar Price of this Security.
"Base Rate" means 5.347%.
The "Applicable Spread" will be the lowest bid indication, expressed as a
spread (in the form of a percentage or number of basis points) above the Base
Rate, obtained by the Remarketing Dealer on the Re-pricing Date from the bids
quoted by five Reference Corporate Dealers for the full aggregate principal
amount of the Securities of this series at the Dollar Price, but assuming (i) an
issue date of the Initial Investor Maturity Date (if such date is not a Window
Period Remarketing Date) or the Additional Remarketing Date (if the Initial
Investor Maturity Date is a Window Period Remarketing Date) with settlement on
such date without accrued interest, (ii) a maturity date equal to the Maturity
Date, and (iii) a stated annual interest rate, payable semiannually, equal to
the Base Rate plus the spread bid by the applicable Reference Corporate Dealer.
If fewer than five Reference Corporate Dealers bid as described above, then the
Applicable Spread shall be the lowest of such bid indications obtained as
described above.
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"Dollar Price" means, with respect to the Securities of this series, the
present value, as of the Initial Investor Maturity Date, of the Remaining
Scheduled Payments discounted to the Initial Investor Maturity Date, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at the Treasury Rate; provided that in the case of the Additional Remarketing
Date and the first day of any Window Recouponing Period, the Dollar Price will
be the Accreted Dollar Price; provided, further, that the Dollar Price in the
case of the Initial Investor Maturity Date or the Additional Remarketing Date
may be any other amount agreed to in writing by the Remarketing Dealer and the
Company.
"Reference Corporate Dealers" means leading dealers of publicly traded debt
securities of the Company in The City of New York or Chicago (which shall
include the Remarketing Dealer or one of its affiliates) selected by the
Company.
"Remaining Scheduled Payments" means, with respect to the Securities of
this series, the remaining scheduled payments of the principal thereof and
interest thereon, calculated at the Base Rate only and assuming (i) a maturity
date equal to the day that is five years from the Initial Investor Maturity Date
(whether or not a Business Day) and, (ii) that the Company did not elect the
Initial Investor Maturity Date to be a Window Period Remarketing Date.
"Treasury Rate" means the yield to maturity of the offered-side quote for
the then current 5 Year US Treasury Bond or the interpolated yield of other then
current US Treasury Bonds as agreed to by the Company and the Remarketing
Dealer, as the case may be, shown on Telerate page 500 (or any successor page),
as of 11:00 a.m., New York City time, on the Notification Date. The 5 year
offered-side yield will be used to determine the Dollar Price with respect to
the determination of the Interest Rate to Maturity. In the event that the
offered-side quote for any such Treasury Bond is no longer shown on Telerate
page 500 and there is no successor page, the Treasury Rate will be calculated by
the Remarketing Dealer and will be a yield to maturity of the arithmetic mean of
the secondary market bid rates, as of approximately 11:00 a.m., New York City
time, on the Notification Date, of five leading primary United States government
securities dealers (which shall include the Remarketing Dealer or an affiliate
of the Remarketing Dealer) selected by the Remarketing Dealer, excluding the
highest (or one of the highest if there are more than one highest bid rates) and
lowest (or one of the lowest if there are more than one lowest bid rates) of
such bids, for an aggregate principal amount of the then current 5 Year US
Treasury Bond, or the interpolated yield of other then current US Treasury Bonds
as agreed to by the Company and the Remarketing Dealer, as the case may be,
equal to the full aggregate principal amount of the Securities of this series.
If fewer than three such United States government securities dealers provide
bids, the Treasury Rate shall be the average of such bids. If only one such
United States government securities dealer provides such a bid, then the
Treasury Rate shall be equal to such bid.
"Remarketing Dealer" means Credit Suisse First Boston Corporation.
"Window Period Remarketing Date" means the Initial Investor Maturity Date
if the Initial Investor Maturity Date is designated by the Company as the Window
Period Remarketing Date as herein provided.
"Additional Remarketing Date" means the date so designated by the Company
or as otherwise determined, as herein provided.
"Notification Date" means the date not earlier than fifteen nor later than
five Business Days prior to the Initial Investor Maturity Date on which the
Remarketing Dealer provides notice of its intention to purchase the Securities
of this series for remarketing.
From, and including, the Initial Investor Maturity Date if such date is a
Window Period Remarketing Date to, but excluding, the Additional Remarketing
Date (the "Window Period"), if applicable, the Securities of this series will
bear interest for each Window Recouponing Period during the Window Period at the
Window Period Interest Rate. Interest payable during the Window Period will be
paid on the first day of each Window Recouponing Period and on the Additional
Remarketing Date.
The interest rate for each Window Recouponing Period during the Window
Period will be reset on each Window Interest Reset Date during the Window
Recouponing Period and will equal the Reference Rate plus
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the Basic Spread, in each case as calculated by the Remarketing Dealer (the
"Window Period Interest Rate"). The "Window Interest Determination Date"
applicable to a Window Interest Reset Date will be the second Business Day
preceding such Window Interest Reset Date; provided, however, that if the
Reference Rate selected is the One Week LIBOR Rate, then such Window Interest
Determination Date shall be a LIBOR Interest Determination Date. The interest
rate in effect from and including the Window Period Remarketing Date which is
the first day of the Window Period to, but excluding, the first Window Interest
Reset Date during such Window Period will be determined as if the Window Period
Remarketing Date were a Window Interest Reset Date and the Window Interest
Determination Date for such Window Interest Reset Date were the second Business
Day or the LIBOR Interest Determination Date, as the case may be, prior to the
Window Period Remarketing Date.
Interest on the Securities of this series after the Initial Period will be
computed on the basis of a 360-day year of twelve 30-day months; provided, that,
interest accruing during each Window Interest Period in the Window Period will
be computed on the basis of the actual number of days in such Window Interest
Period over a 360-day year. As used herein, "Window Interest Period" means the
period from and including the Window Period Remarketing Date to, but excluding,
the next following Window Interest Reset Date and thereafter the period from and
including a Window Interest Reset Date to, but excluding, the next following
Window Interest Reset Date; provided, however that the final Window Interest
Period in the Window Period shall commence on and include the Window Interest
Reset Date immediately preceding the Additional Remarketing Date and end on, but
exclude, the Additional Remarketing Date; and "Window Interest Reset Date" means
the Window Period Remarketing Date and the Wednesday of each calendar week
during the Window Period commencing on the first Wednesday occurring after the
Window Period Remarketing Date; except that if the One Week LIBOR Rate is
selected as the Reference Rate and such Window Interest Reset Date is not a
LIBOR Business Day then such Window Interest Reset Date shall be the next
succeeding LIBOR Business Day unless such next succeeding LIBOR Business Day
falls in the next calendar month, in which case such Window Interest Reset Date
shall be the preceding LIBOR Business Day.
The "Window Recouponing Period" means the period or periods within the
Window Period, selected by the Company, from the following alternatives:
(a) each of the 104 successive one week periods from and including the
Window Period Remarketing Date;
(b) each of the 24 successive 30 day periods from and including the
Window Period Remarketing Date;
(c) each of the 8 successive 90 day periods from and including the
Window Period Remarketing Date;
(d) each of the 4 successive 180 day periods from and including the
Window Period Remarketing Date;
(e) each of the 2 successive one year periods from and including the
Window Period Remarketing Date; or
(f) the two year period from (and including) the Window Period
Remarketing Date;
provided, however, that if on the Notification Date, the Company's senior
unsecured debt is not rated at least "Baa3" by Moody's Investors Service and
"BBB-" by Standard & Poor's Ratings Group, or the equivalent thereof by each
such rating agency at such time, then the Window Recouponing Period means the
period or periods within the Window Period, selected by Ford Credit, from the
following alternatives:
(v) each of the 52 successive one week periods from and including the
Window Period Remarketing Date;
(w) each of the 12 successive 30 day periods from and including the
Window Period Remarketing Date;
(x) each of the 4 successive 90 day periods from and including the
Window Period Remarketing Date;
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(y) each of the 2 successive 180 day periods from and including the
Window Period Remarketing Date; or
(z) the one year period from (and including) the Window Period
Remarketing Date;
provided, further, that if during the Window Period the Company's senior
unsecured debt ceases to be rated at least "Baa3" by Moody's Investors Service
and "BBB-" by Standard & Poor's Ratings Group, or the equivalent thereof by each
such rating agency at such time, and there is more than one year remaining in
the Window Period, then the Window Period shall be shortened so that the
Additional Remarketing Date is not more than 52 weeks from such event, and the
Company shall have the option in its sole discretion to select a new Window
Recouponing Period by giving notice to the Remarketing Dealer, the Trustee and
the Depository.
"Accreted Dollar Price" means, with respect to the Additional Remarketing
Date or the first day of any Window Recouponing Period, the Dollar Price as of
the Initial Investor Maturity Date (determined by the Remarketing Dealer on the
Notification Date for the Initial Investor Maturity Date as if the Initial
Investor Maturity Date were not a Window Period Remarketing Date) plus the
product of (i) such Dollar Price less the principal amount of the Securities of
this series as of the Initial Investor Maturity Date and (ii) the weighted
average per annum Window Period Interest Rate for the Window Period and (iii)
the number of days in the Window Period divided by 360.
The "Reference Rate" means, with respect to each Window Interest Reset
Date, one of the following indexes selected by the Company and notified to the
Remarketing Dealer no later than four Business Days prior to the Window Period
Remarketing Date and no later than four Business Days prior to each Window
Recouponing Period: (i) the per annum rate equal to the One Week LIBOR Rate, or
the LIBOR rate for such other period as may be mutually agreed to by the Company
and the Remarketing Dealer, on the LIBOR Interest Determination Date, or (ii)
the per annum rate equal to the average of the federal funds rates shown on
Telerate page 5 (or any successor page) at 11:00 a.m., New York City time, on
the Window Interest Determination Date and each of the four Business Days prior
such Window Interest Determination Date, or (iii) the one-week "AA"
non-financial commercial paper rate, or the "AA" non-financial commercial paper
rate for such other period as may be mutually agreed to by the Company and the
Remarketing Dealer, as shown on the internet world wide web page (or any
successor page) of the Board of Governors of the Federal Reserve System
(www.bog.frb.fed.us/releases/CP/) at 11:00 a.m., New York City time, on the
Interest Determination Date. The One Week LIBOR Rate shall be determined by the
Remarketing Dealer in the same manner as the LIBOR Reference Agent determines
the Three Month LIBOR Rate, except, that, in the determination thereof, the term
"One Week LIBOR Rate" shall be substituted for "Three Month LIBOR Rate", the
term "Window Interest Reset Date" shall be substituted for the term "Initial
Interest Reset Date" and the phrase "one-week maturity" shall be substituted for
"three-month maturity" throughout.
The "Basic Spread" will be the lowest bid indication, expressed as a spread
(in the form of a percentage or number of basis points) above the Reference
Rate, obtained by the Remarketing Dealer on the third Business Day prior to the
Window Period Remarketing Date and the first day of each subsequent Window
Recouponing Period from the bids quoted from five Reference Money Market Dealers
on such date for the full aggregate principal amount of the Securities of this
series at a dollar price equal to par, but assuming (i) an issue date of the
Window Period Remarketing Date, or the first day of each subsequent Window
Recouponing Period, as the case may be, with settlement on such date without
accrued interest, (ii) a maturity date equal to the day that is the first day of
the immediately following Window Recouponing Period or the last day of the
Window Period, as the case may be, (iii) that the Securities of this series are
callable by the Remarketing Dealer on a weekly basis after the Window Period
Remarketing Date, (iv) that the Securities of this series will be repurchased by
the Company at par on the day that is the first day of the immediately following
Window Recouponing Period or the last day of the Window Period, as the case may
be, if not previously called by the Remarketing Dealer and (v) a stated annual
interest rate, payable on the first day of the immediately following Window
Recouponing Period or on the Additional Remarketing Date, as the case may be,
equal to the Reference Rate plus the spread bid by the applicable Reference
Money Market
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Dealer. If fewer than five Reference Money Market Dealers bid as described
above, then the Basic Spread shall be the lowest of such bid indications
obtained as described above.
"Reference Money Market Dealers" means leading dealers, selected by the
Company, of publicly traded debt securities of the Company in The City of New
York or Chicago (which shall include the Remarketing Dealer or one of its
affiliates) who are also leading dealers in money market instruments. The
Company will notify the Remarketing Dealer of the identity of such Reference
Money Market Dealers no later than four Business Days prior to the Window Period
Remarketing Date and the first day of each Window Recouponing Period.
Notification of Result. Provided the Remarketing Dealer has previously
notified the Company, the Depository and the Trustee on the Notification Date of
its intention to purchase all the Securities of this series on the Initial
Investor Maturity Date, the Remarketing Dealer will notify the Company, the
Trustee and the Depository by telephone, confirmed in writing, by 4:00 p.m., New
York City time, on the third Business Day prior to the Initial Investor Maturity
Date (if such date is not a Window Period Remarketing Date) or the Additional
Remarketing Date (if the Initial Investor Maturity Date is a Window Period
Remarketing Date), of the Interest Rate to Maturity. If the Initial Investor
Maturity Date is a Window Period Remarketing Date, the Remarketing Dealer shall
provide the Company, the Trustee and Depository with notice in accordance with
the preceding sentence, on the second Business Day prior to the Initial Investor
Maturity Date and of the first day of each Window Interest Period, of the Window
Period Interest Rate which will be in effect during such Window Interest Period.
TENDER OF THE SECURITIES; REMARKETING
Mandatory Tender. Provided that the Remarketing Dealer gives notice to the
Company, the Depository and the Trustee on the Notification Date of its
intention to purchase the Securities of this series for remarketing, Securities
of this series will be automatically tendered, or deemed tendered, to the
Remarketing Dealer for purchase on each of (i) the Initial Investor Maturity
Date, and (ii) if the Initial Investor Maturity Date is designated as a Window
Period Remarketing Date, the first day of each Window Recouponing Period and the
Additional Remarketing Date, except in the circumstances described under
"Repurchase" or "Redemption" below. The purchase price for the Securities of
this series to be paid by the Remarketing Dealer will equal 100% of the
principal amount thereof. When the Securities of this series are tendered for
remarketing, the Remarketing Dealer may remarket the Securities for its own
account at varying prices to be determined by the Remarketing Dealer at the time
of each sale. If the Remarketing Dealer elects to remarket the Securities of
this series, the obligation of the Remarketing Dealer to purchase the Securities
of this series on the applicable Remarketing Date and the first day of any
Window Recouponing Period is subject, among other things, to the conditions
that, since the Notification Date, no material adverse change in the condition
of the Company and its subsidiaries, considered as one enterprise, shall have
occurred, and that no Event of Default, or any event which, with the giving of
notice or passage of time, or both, would constitute an Event of Default with
respect to the Securities of this series shall have occurred. If for any reason
the Remarketing Dealer does not purchase all the Securities of this series on
the Remarketing Date or first day of a Window Recouponing Period, as the case
may be, the Company will repurchase all the Securities of this series at a price
equal to 100% of the principal amount thereof plus all accrued and unpaid
interest, if any, on the Securities of this series to such date of purchase.
Remarketing Dates; Adjustment to Maturity Date. If the Remarketing Dealer
elects to remarket the Securities of this series on the Initial Investor
Maturity Date, then not later than 4:00 p.m., New York City time, on the fourth
Business Day prior to the Initial Investor Maturity Date, the Company may notify
the Remarketing Dealer, the Trustee and the Depository by telephone, confirmed
in writing, that it elects the Initial Investor Maturity Date to be a Window
Period Remarketing Date. If the Company does not provide such notification, the
Initial Investor Maturity Date will be the only Remarketing Date and, subject to
the immediately following paragraph, the Securities of this series will mature
on the Maturity Date. If the Company provides such notification, then (i) the
Additional Remarketing Date will be any one of the one week anniversary dates
following the Initial Investor Maturity Date during the Window Period (or if any
such day is not a Business Day, the next following Business Day) designated by
the Company not later than the
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fifth Business Day prior to such one-week anniversary date; provided, however,
that, if the Company fails to so designate the Additional Remarketing Date
during the Window Period, the Additional Remarketing Date will be the date that
is the last day of the last Window Recouponing Period (or if such day is not a
Business Day, the next following Business Day) and (ii) the Maturity Date of the
Securities of this series, subject to the immediately following paragraph, will
be a date that is the fifth year anniversary of the Additional Remarketing Date
(whether or not a Business Day). "Remarketing Date" means the Initial Investor
Maturity Date or the Additional Remarketing Date, as the case may be.
Notwithstanding the foregoing paragraph, the Company (upon notice by
telephone, confirmed in writing, to the Remarketing Dealer, the Trustee and the
Depository) may, at its option, elect to modify the Maturity Date of the
Securities of this series, by designating an anniversary of the Initial Investor
Maturity Date (if there is no Window Period) or of the Additional Remarketing
Date (if there is a Window Period) to an anniversary date not later than the
fifth anniversary thereof as the Maturity Date of the Securities. Such notice
must be given no later than 4:00 p.m., New York City time, on the fourth
Business Day prior to the Initial Investor Maturity Date (if there is no Window
Period) or no later than the designation by the Company of the Additional
Remarketing Date (if there is a Window Period).
All of the Securities of this series will be automatically delivered to the
account of the Trustee, by book-entry through the Depository pending payment of
the purchase price therefor, on the first day of each Window Recouponing Date
and the Remarketing Date.
REPURCHASE
In the event that (i) the Remarketing Dealer for any reason does not notify
the Company of the Interest Rate to Maturity or of the Window Period Interest
Rate by (a) in the case of the Interest Rate to Maturity, 4:00 p.m., New York
City time, on the third Business Day prior to the (x) Initial Investor Maturity
Date (if the Initial Investor Maturity Date is not a Window Period Remarketing
Date) or (y) the Additional Remarketing Date (if the Initial Investor Maturity
Date is a Window Period Remarketing Date), or (b) in the case of the Window
Period Interest Rate, 4:00 p.m., New York City time, on the second Business Day
prior to (x) the Initial Investor Maturity Date or (y) the first day of any
Window Interest Period, as the case may be, or (ii) prior to a Remarketing Date
or the first day of any Window Recouponing Period, the Remarketing Dealer has
resigned and no successor has been appointed on or before the third Business Day
immediately preceding such date, or (iii) since the Notification Date, a
material adverse change in the financial condition or results of operations of
the Company and its subsidiaries, considered as one enterprise, shall have
occurred or an Event of Default, or any event which, with the giving of notice
or passage of time, or both, would constitute an Event of Default, with respect
to the Securities of this series shall have occurred, or any other event
constituting a termination event under the Remarketing Agreement dated August
27, 1998 between the Company and Remarketing Dealer shall have occurred, or (iv)
the Remarketing Dealer for any reason elects not to purchase the Securities of
this series for remarketing on a Remarketing Date or the first day of any Window
Recouponing Period, as the case may be, or (v) the Remarketing Dealer for any
reason does not purchase all tendered Securities of this series on the
applicable Remarketing Date or the first day of any Window Recouponing Period,
as the case may be, the Company will repurchase the Securities of this series as
a whole on such Remarketing Date at a price equal to 100% of the principal
amount of the Securities of this series plus all accrued and unpaid interest, if
any, on the Securities of this series to such date.
REDEMPTION
If the Remarketing Dealer elects to remarket the Securities of this series
on a Remarketing Date, the Securities of this series will be subject to
mandatory tender to the Remarketing Dealer for remarketing on a Remarketing Date
and on the first day of any Window Recouponing Period, in each case subject to
the conditions described above under "TENDER OF THE SECURITIES; REMARKETING" and
"REPURCHASE" and to the Company's right to redeem the Securities of this series
from the Remarketing Dealer as described in the next sentence. The Company will
notify the Remarketing Dealer, the Depository and the Trustee, not later than
the fourth Business Day immediately preceding the Remarketing Date or the first
day of any Window Recouponing Period, as the case may be, if the Company
irrevocably elects to exercise its right
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to redeem the Securities of this series, in whole but not in part, from the
Remarketing Dealer on such date at the Optional Redemption Price.
The "Optional Redemption Price" shall be the sum of (i) the greater of (x)
100% of the full aggregate principal amount of the Securities of this series and
(y) the Dollar Price as of the Initial Investor Maturity Date, or the first day
of a Window Recouponing Period or the Additional Remarketing Date (which, in the
case of the first day of a Window Recouponing Period or the Additional
Remarketing Date, will equal the Accreted Dollar Price), as the case may be,
plus, in the case of either (x) or (y) above, accrued and unpaid interest to the
applicable date of purchase.
OTHER TERMS
The Interest Rate on the Securities of this series will in no event be
higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
All calculations made by the LIBOR Reference Agent or the Remarketing
Dealer, as the case may be, in the calculation of interest hereon shall in the
absence of manifest error be conclusive for all purposes and binding on the
Company and the holders of the Securities of this series. In the event that any
then acting LIBOR Reference Agent or Remarketing Dealer, shall be unable or
unwilling to act, or that such person shall fail duly to establish the Three
Month LIBOR Rate or the One Week LIBOR Rate, as the case may be, for any
required period, or that the Company proposes to remove either such person, the
Company shall appoint itself or another person which is a bank, trust company,
investment banking firm or other financial institution to act in such capacity.
If any Interest Payment Date or the Maturity Date or date of redemption or
repurchase of the Securities of this series falls on a day that is not a
Business Day, the payment otherwise then due shall be made on the next Business
Day with the same force and effect as if it were made on the date such payment
was due and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or the Maturity Date or date of
earlier redemption or repurchase, as the case may be; provided, however, that
with respect to an Initial Interest Payment Date and an Interest Payment Date
during the Window Period on which interest is based on the One Week LIBOR Rate,
then if such Interest Payment Date is not a LIBOR Business Day then such
Interest Payment Date shall be the next succeeding LIBOR Business Day unless
such next succeeding LIBOR Business Day would fall in the next succeeding month,
in which case such Interest Payment Date shall be the immediately preceding
LIBOR Business Day.
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
the Securities of this series shall be conclusive and binding upon such Holder
and upon all future Holders of the Securities of this series and of any Security
issued upon the registration of transfer hereof or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Security.
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 interest 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
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the office or agency of the Company in any place where the principal of and
interest 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 a new 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 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.
In the event that the Depository or another depositary in respect of the
Securities of this Series is unwilling or unable to continue as a depositary and
a successor depositary is not appointed by the Company within 90 days, the
Holder hereof shall surrender this Security to the Trustee for cancellation
whereupon, in accordance with Section 3.05 of the Indenture, the Company will
execute and the Trustee will authenticate and deliver Securities of this series
in definitive registered form without coupons, in denominations of U.S.$1,000
and any integral multiple thereof, and in an aggregate principal amount equal to
the principal amount of this Security at the time outstanding in exchange for
this Security. Notwithstanding the foregoing, prior to the Additional
Remarketing Date, the Company (i) shall use its best efforts to maintain the
Securities of this series in book-entry form with the Depository or any
successor thereto and to appoint a successor depository to the extent necessary
to maintain the Securities of this series in book-entry form, and (ii) waives
any discretionary right it otherwise has under the Indenture to cause the
Securities of this series to be issued in certificated form.
All terms used in this 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 Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this instrument to
be signed by its Chairman of the Board, or its President, or one of its Vice
Presidents, and by its Treasurer or one of its Assistant Treasurers, manually or
in facsimile, and its corporate seal to be imprinted hereon.
Dated: August 27, 1998 FORD MOTOR CREDIT COMPANY
By /s/ Specimen
--------------------------------------
Chairman of the Board
[CORPORATE SEAL]
By /s/ Specimen
--------------------------------------
Treasurer
Attest: /s/ Specimen
- --------------------------------------
Assistant Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Global Security of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
As Trustee,
By /s/ Specimen
--------------------------------------
Authorized Officer
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
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(Print or Type Name and Address including Zip Code of Assignee)
the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________ attorney to
transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
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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 by a
commercial bank or trust company having its principal office or correspondent in
The City of New York or by a member of the New York Stock Exchange.
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