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
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; 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".
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(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, Xxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, 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:
-4-
"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;
-5-
(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 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/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
-- Chief Financial Officer
Attest:
/s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
FORD MOTOR CREDIT COMPANY
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
Attest:
/s/ X.X. Xxxxxx
---------------------------
Name: X.X. Xxxxxx
Title: Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Attest:
/s/ Xxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Assistant Treasurer
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 X.X. Xxxxxxx to me known, who, being by me duly sworn,
did depose and say that he resides at 000 Xxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000;
that he is the Chief Financial Officer 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 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/ N. Kassiants
----------------------------
NOTARY PUBLIC
[SEAL] My Commission Expires May 22, 0000
XXXXX XX XXXXXXXX)
) ss.:
COUNTY OF XXXXX ) July 29, 1996
On the 29th day of July, in the year one thousand nine hundred ninety-six,
before me personally came Xxxxxx X. Xxxxx to me known, who, being by me duly
sworn, did depose and say that he resides at 0000 Xxxxxxxxxx, Xxxxxxxxx, XX
00000; 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/ Xxxxxxxxx X. XxXxxxx
------------------------------
NOTARY PUBLIC
[SEAL] My Commission Expires July 6, 0000
XXXXX XX XXX XXXX )
) 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 Xxxxxxx Xxxxxx to me known, who, being by me duly
sworn, did depose and say that she resides at 000 00xx Xxxxxx, Xxxxxxxx, XX
00000, that she is a Vice President of THE CHASE MANHATTAN BANK, one of the
corporations described in and which executed the above instrument; that she
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 she signed her name thereto by
like authority.
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
NOTARY PUBLIC
[SEAL] My Commission Expires April 30, 1997