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EXHIBIT 4.3
USL CAPITAL CORPORATION,
FORD MOTOR CREDIT COMPANY
AND
THE CHASE MANHATTAN BANK
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of July 31, 1996
TO
INDENTURE
Dated as of January 15, 1986
as supplemented by the
FIRST SUPPLEMENTAL INDENTURE
Dated as of October 27, 1986
and the
SECOND SUPPLEMENTAL INDENTURE
Dated as of December 1, 1988
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THIRD SUPPLEMENTAL INDENTURE, dated as of the 31st day of
July, 1996 (the "First Supplemental Indenture"), between USL CAPITAL
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter sometimes referred to as the "Corporation"), FORD
MOTOR CREDIT COMPANY, a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter sometimes referred to as "Ford Credit"),
and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (the
"Trustee") under the Indenture dated as of January 15, 1986 between the
Corporation and the Trustee, as supplemented by the First Supplemental Indenture
thereto dated as of October 27, 1986 and the Second Supplemental Indenture
thereto dated as of December 1, 1988 (the Indenture, as so supplemented, is
herein referred to as the "Indenture"). All terms used and not defined herein
are used as defined in the Indenture.
WHEREAS, in accordance with Article Nine of the Indenture (a)
the Trustee, the Corporation and the Holders of a majority in principal amount
of each series of Securities Outstanding under the Indenture have agreed to
amend Article Eight and Article Ten of the Indenture as provided herein and (b)
the Trustee, the Corporation and Ford Credit have agreed to provide for the
addition of Ford Credit as a co-obligor with the Corporation under the
Indenture; and
WHEREAS, the Corporation desires and has requested the Trustee
to join with it in the execution and delivery of this Third Supplemental
Indenture, and all requirements necessary to make this Third Supplemental
Indenture a valid instrument, in accordance with its terms, have been performed
and fulfilled, and the execution and delivery hereof have been in all respects
duly authorized;
NOW THEREFORE, the Corporation and Ford Credit covenant and
agree with the Trustee as follows:
SECTION 1. Addition of Ford Credit as a Co-Obligor. (a) Ford
Credit hereby agrees that it shall be jointly and severally liable with the
Corporation for (i) the due and punctual payment of the principal, premium (if
any), interest and additional amounts (if any), with respect to all Securities
issued under the Indenture, according to their tenor; and (ii) except as
otherwise specifically provided in this Third Supplemental Indenture, the due
and punctual performance of all of the covenants and obligations of the
Corporation under the Securities and the Indenture.
(b) From and after the date hereof, Ford Credit shall be
entitled to exercise every right and power of the Corporation under the
Securities and the Indenture.
(c) From and after the date hereof, except as otherwise
specifically provided in this Third Supplemental Indenture, all references in
the Indenture and the Securities to "the Corporation" shall be deemed to refer
to and include "Ford Credit" as well, with the same effect as if Ford Credit had
been named together with the Corporation therein;
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provided, however, that, subject to Section 4 of this Third Supplemental
Indenture, all references to "the Corporation" in Section 501 of the Indenture
shall be deemed to be references to "the Corporation or Ford Credit".
(d) From and after the date hereof, any certificate, notice or
request (including any Corporation Request or Corporation Order) required to be
furnished by the Corporation under the Indenture, may be furnished by the
appropriate officers of the Corporation or Ford Credit; provided, however, that
any Officers' Certificate or Board Resolution required to be furnished by the
Corporation under the Indenture shall be provided by both the Corporation and
Ford Credit, unless the Trustee shall agree that such Officers' Certificate or
Board Resolution may be provided by either of the Corporation or Ford Credit.
SECTION 2. Amendments to Section 101. (a) Section 101 of the
Indenture is hereby amended by adding thereto the following definitions in the
appropriate alphabetical order:
"'Ford Credit' means Ford Motor Credit Company, a corporation
duly organized and existing under the laws of the State of Delaware and
an indirect wholly-owned subsidiary of Ford Motor Company."
"'Restricted Subsidiary' means a corporation, a majority of
the outstanding voting stock of which is owned, directly or indirectly,
by Ford Credit or by any one or more subsidiaries of Ford Credit, or by
Ford Credit and one or more subsidiaries of Ford Credit, organized and
existing under the laws of the United States of America or the District
of Columbia or conducting the major portion of its business in the
United States of America, any of the activities of which includes
insurance underwriting or which had, at the end of its last quarterly
accounting period preceding the date of computation, assets with a
value in excess of $1,000,000 (net of the amount of any related
unearned income) representing accounts or notes receivable resulting
from the financing of new cars, trucks, tractors and farm and
industrial equipment manufactured or sold by Ford Motor Company or from
the financing of used cars, trucks, tractors and farm and industrial
equipment of the same types, whether manufactured by Ford Motor Company
or by others.
As used in this definition of Restricted Subsidiary only, the
term 'voting stock' means stock having ordinary voting power to elect a
majority of the directors irrespective of whether or not stock of any
other class or classes shall have or might have voting power by reason
of the happening of any contingency.".
(b) The definition of "Subsidiary" in the Indenture is hereby
replaced with the following definition:
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"'Subsidiary' with respect to any Person means a corporation,
partnership, trust or unincorporated organization
(i) organized under the laws of the United States,
Puerto Rico or Canada or a jurisdiction thereof;
(ii) which conducts substantially all of its business
and has substantially all of its Property within the United
States, Puerto Rico and Canada; and
(iii) at least a majority (by number of votes) of the
Voting Stock and a majority of each other class of stock and
equity securities of which are legally and beneficially owned
by such Person and/or a corporation, partnership, trust or
unincorporated organization meeting requirements (i) and (ii)
above, all of the equity securities of which (except
director's qualifying shares) such Person owns directly or
through another similar wholly-owned Subsidiary.".
(c) All references to "the Corporation" in the definitions of
"the Corporation", "Junior Subordinated Indebtedness", "Senior Subordinated
Indebtedness" and "Superior Indebtedness" shall not be deemed to refer to or
include Ford Credit.
(d) All references to "the Corporation" in the definitions of
"Board of Directors", "Board Resolution" and "Officers' Certificate" shall be
deemed to refer to "the Corporation or Ford Credit, as the case may be,".
(e) The reference to "the Corporation" in the definition of
"Lien" shall be deemed to refer to "each of the Corporation and Ford Credit".
SECTION 3. Amendment to Section 105. Section 105 of the
Indenture is hereby amended by replacing Clause 2 thereof with the following:
"(2) the Corporation or Ford Credit by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless
otherwise expressly herein provided) if in writing and mailed,
first-class postage prepaid, to the Corporation or Ford Credit, as the
case may be, and addressed as follows: Ford Motor Credit Company, The
American Road, Dearborn, Michigan 48121, Attention: Treasurer.".
SECTION 4. Application of the Cross-Acceleration Provision in
Article Five of the Indenture. Section 501(5) of the Indenture shall not apply
to Ford Credit.
SECTION 5. Amendment to Article Eight. Article Eight is hereby
amended by adding the following new Section 803 thereto:
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"SECTION 803. Application of Article Eight to the Corporation. If and
so long as Ford Credit is a co-obligor with respect to Securities
issued under this Indenture, the provisions of this Article Eight shall
not apply to the Corporation, and the Corporation shall be relieved of
all of its obligations under this Article Eight; provided, however,
that such provisions shall apply to Ford Credit.".
SECTION 6. Amendments to Article Ten of the Indenture. (a)
Section 1005 shall not apply to Ford Credit.
(b) Article Ten of the Indenture is hereby amended by adding
the following new Section 1009 thereto:
"Section 1009. Limitation on Liens -- Ford Credit.
Except as hereinbelow in this Section provided and for so
long as Ford Credit is a co-obligor under this Indenture, Ford Credit
will not at any time, and will not permit any Restricted Subsidiary at
any time to, pledge or otherwise subject to any lien (any such pledge
or lien being hereinafter in this Section called a "Mortgage") any of
its property or assets without thereupon expressly securing the due and
punctual payment of the principal of (and premium, if any, on) and the
interest on the Securities equally and ratably with (or prior to) any
and all other obligations and indebtedness secured by such Mortgage, so
long as any such other obligations and indebtedness shall be so
secured, and Ford Credit covenants that if and when any such Mortgage
is created, the Securities will be so secured thereby; provided,
however, that this limitation shall not apply to Mortgages securing
indebtedness the aggregate amount of which at any one time outstanding
shall not exceed $5,000,000; and, provided, further, that this
limitation shall not apply to:
(1) Mortgages securing indebtedness incurred by Ford Credit or
any Restricted Subsidiary in connection with the exporting of goods to
or between, or the marketing thereof in, countries outside the United
States, in connection with which Ford Credit or such Restricted
Subsidiary shall have the right, in accordance with customary and
established banking practice, to deposit, or otherwise subject to a
lien, cash, securities or receivables, for the purpose of securing
banking accommodations or as the basis for the issuance of bankers'
acceptances or in aid of other similar borrowing arrangements;
(2) Mortgages on accounts receivable payable in foreign
currencies securing indebtedness incurred and payable outside the
United States;
(3) Mortgages in favor of Ford Credit or any Restricted
Subsidiary;
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(4) Mortgages in favor of any governmental body to secure
progress, advance or other payments pursuant to any contract or
provision of any statute or deposits with any governmental body
required by statute or regulation in connection with the conduct of the
business of Ford Credit or any Restricted Subsidiary;
(5) deposits of assets of Ford Credit or any Restricted
Subsidiary with any surety company or clerk of any court, or in escrow,
as collateral in connection with, or in lieu of, any bond on appeal by
Ford Credit or any Restricted Subsidiary from any judgment or decree
against it, or in connection with other proceedings in actions at law
or in equity by or against Ford Credit or any Restricted Subsidiary;
(6) Mortgages on any property, tangible or intangible, real or
personal, existing at the time of acquisition of such property
(including acquisition through merger or consolidation) or to secure
the payment of all or any part of the purchase price thereof or to
secure any indebtedness incurred prior to, at the time of, or within 60
days after, the acquisition thereof for the purpose of financing all or
any part of the purchase price thereof; and
(7) any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of any
Mortgage or Mortgages referred to in the foregoing subsections (1) to
(6) inclusive; provided, however, that such extension, renewal or
replacement Mortgage shall be limited to all or part of the same
property that secured the Mortgage or Mortgages extended, renewed or
replaced (plus improvements on such property).".
SECTION 7. Conditions of Effectiveness. This Third
Supplemental Indenture shall become effective upon satisfaction of the following
conditions:
(a) the Trustee shall have received the written consent of the
Holders of a majority in principal amount of each series of Securities
Outstanding under the Indenture; and
(b) duly executed counterparts hereof shall have been signed
by the Trustee, the Corporation and Ford Credit.
SECTION 8. Governing Law. This Third Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
California.
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SECTION 9. Miscellaneous. (a) The Indenture, as supplemented
by this Third Supplemental Indenture, is in all respects ratified and confirmed
by each of the Corporation, Ford Credit and the Trustee, and this Third
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
(b) The recitals herein contained are made by the Corporation
and Ford Credit and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this Third Supplemental Indenture, except
that the Trustee represents that it is duly authorized to execute and deliver
this Third Supplemental Indenture and perform its obligations hereunder.
(c) This Third 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.
IN WITNESS WHEREOF, each of USL CAPITAL CORPORATION and FORD
MOTOR CREDIT COMPANY has caused this Third 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 Assistant
Treasurer or its Secretary or its Assistant Secretary thereunto duly authorized,
its corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or an Assistant Secretary; and THE CHASE
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MANHATTAN BANK has caused this Third 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 Treasurers.
USL CAPITAL CORPORATION
By /s/ J.J. Mahoney
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Name: Joseph J. Mahoney
Title: Senior Vice President -- Chief
Financial Officer
Attest:
/s/ Nancy E. Fraser
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Name: Nancy E. Fraser
Title: Assistant Secretary
FORD MOTOR CREDIT COMPANY
By /s/ Hurley D. Smith
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Name: Hurley D. Smith
Title: Secretary
Attest:
/s/ R.P. Conrad
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Name: R.P Conrad
Title: Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By /s/ Valerie Dunbar
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Name: Valerie Dunbar
Title: Vice President
Attest:
/s/ John T. Needham, Jr.
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Name: John T. Needham, Jr.
Title: Assistant Treasurer
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STATE OF CALIFORNIA )
) ss.:
COUNTY OF SAN FRANCISCO) July 30, 1996
On the 30th day of July, in the year one thousand nine hundred
ninety-six, before me personally came J.J. Mahoney to me known, who, being by me
duly sworn, did depose and say that he resides at 733 Front Street, San
Francisco, CA 94111; that he is CFO of USL CAPITAL CORPORATION, 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 corporation seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.
/s/ N. Kassiants
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NOTARY PUBLIC
My Commission Expires May 22, 1998
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STATE OF MICHIGAN)
) ss.:
COUNTY OF WAYNE ) July 29, 1996
On the 29th day of July, in the year one thousand nine hundred
ninety-six, before me personally came Hurley D. Smith to me known, who, being by
me duly sworn, did depose and say that he resides at 8205 Valleyview, Clarkston,
MI 48348; that he is the Secretary of FORD MOTOR CREDIT 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 corporation seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.
/s/ Gwendolyn A. McGowan
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NOTARY PUBLIC
My Commission Expires July 6, 2000
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK) July 30, 1996
On the 30th day of July, in the year one thousand nine hundred
ninety-six, before me personally came Valerie Dunbar to me known, who, being by
me duly sworn, did depose and say that he resides at 132 15th Street, Brooklyn,
NY 11215, that he is a Vice President of THE CHASE MANHATTAN BANK, 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 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 name thereto by like
authority.
/s/ Della K. Benjamin
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NOTARY PUBLIC
My Commission Expires April 30, 1997