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EXHIBIT 4-G
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FORD MOTOR CREDIT COMPANY
AND
THE BANK OF NEW YORK,
TRUSTEE
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FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 1, 2000
SUPPLEMENTAL TO INDENTURE
DATED AS OF JULY 1, 1985, AS SUPPLEMENTED
BY THE FIRST SUPPLEMENTAL INDENTURE DATED
AS OF NOVEMBER 15, 1987, THE SECOND SUPPLEMENTAL
INDENTURE DATED AS OF OCTOBER 15, 1988, THE
THIRD SUPPLEMENTAL INDENTURE DATED AS OF
MARCH 1, 1996, AND THE FOURTH SUPPLEMENTAL
INDENTURE DATED AS OF MARCH 1, 1998
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VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
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FIFTH SUPPLEMENTAL INDENTURE, dated as of the first day of February,
2000, between Ford Motor Credit Company, a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter sometimes called
the "Company"), party of the first part, and The Bank of New York, a corporation
duly incorporated and existing under the laws of the State of New York
(hereinafter sometimes called the "Trustee"), as Trustee under the indenture of
the Company (the "Original Indenture"), dated as of July 1, 1985, as
supplemented by a first supplemental indenture (the "First Supplemental
Indenture") dated as of November 15, 1987, a second supplemental indenture dated
as of October 15, 1988 (the "Second Supplemental Indenture"), a third
supplemental indenture (the "Third Supplemental Indenture") dated as of March 1,
1996 and a fourth supplemental indenture (the "Fourth Supplemental Indenture")
dated as of March 1, 1998 (the "Original Indenture, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture and the Fourth Supplemental Indenture, being hereinafter
called the "Indenture"), party of the second part.
WHEREAS, the Indenture provides for the issuance from time to time of
the Variable Denomination Floating Rate Demand Notes of the Company (hereinafter
called the "Notes") issuable for the purposes and subject to the limitations
contained in the Indenture;
WHEREAS, Notes in the aggregate principal amount of $250,000,000 have
been previously authorized for issuance from time to time under the Original
Indenture and additional Notes have been previously authorized for issuance in
the aggregate principal amount of $250,000,000 under the First Supplemental
Indenture, $500,000,000 under the Second Supplemental Indenture, $1,000,000,000
under the Third Supplemental Indenture and $2,000,000,000 under the Fourth
Supplemental Indenture;
WHEREAS, pursuant to Sections 2.01 and 11.01 of the Indenture, the
Company desires to issue from time to time under the Indenture as supplemented
hereby, in addition to the Notes previously authorized for issuance by the
Company, Notes limited to the aggregate principal amount of Three Billion
Dollars ($3,000,000,000), the further terms and provisions of which are set
forth in the Indenture;
WHEREAS, the text of the Notes and the Trustee's certificate of
authentication to be borne by the Notes are to be substantially in the forms set
forth in the Indenture; and
WHEREAS, the Company represents that all acts and things necessary to
make the Notes, when executed by the Company and authenticated and delivered by
the Trustee as in the Indenture and this Fifth Supplemental Indenture provided,
the valid, binding and legal obligations of the Company and to constitute these
presents a valid indenture and agreement according to its terms, have been done
and performed, and the execution of this Fifth Supplemental Indenture and the
issue under the Indenture as further supplemented hereby of the Notes have in
all respects been duly authorized, and
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the Company, in the exercise of legal right and power in it vested, is executing
this Fifth Supplemental Indenture and proposes to make, execute, issue and
deliver the Notes;
NOW, THEREFORE:
In order to declare the terms and conditions upon which the Notes are
authenticated, issued and delivered, and in consideration of the premises, of
the purchase and acceptance of the Notes by the holders thereof and of 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 Notes, as follows:
ARTICLE ONE.
THE NOTES.
SECTION 1.01 The Notes to be issued from time to time under the
Indenture as supplemented hereby, not including the Notes previously authorized
for issuance by the Company in the Indenture, shall be limited to the aggregate
principal amount of Three Billion Dollars ($3,000,000,000).
ARTICLE TWO.
MISCELLANEOUS PROVISIONS.
SECTION 1.02 This Fifth Supplemental Indenture is executed by the
Company and the Trustee pursuant to the provisions of Section 11.01(f) 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 by this Fifth
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.
SECTION 1.03 This Fifth 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 1.04 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 Fifth Supplemental Indenture or the
due authorization and execution hereof by the Company.
SECTION 1.05 This Fifth Supplemental Indenture and each Note 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.
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IN WITNESS WHEREOF, FORD MOTOR CREDIT COMPANY, the party of the first
part, has caused this Fifth 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 thereunto duly
authorized, and its corporate seal to be affixed hereunto, and the same to be
attested by its Secretary or an Assistant Secretary; and THE BANK OF NEW YORK,
as Trustee under the Indenture, the party of the second part, has caused this
Fifth 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.
FORD MOTOR CREDIT COMPANY
By:
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Name:
Title:
Attest:
Assistant Secretary
[CORPORATE SEAL]
THE BANK OF NEW YORK
By:
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Name:
Title:
Attest:
Assistant Treasurer
[CORPORATE SEAL]
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STATE OF MICHIGAN )
) ss.:
COUNTY OF XXXXX )
On this_____day of___________, 2000, 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, Xxxxxxxx; that he is 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 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.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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[NOTARIAL SEAL]
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ______ day of __________, 2000, before me personally came
__________________, to me known, by me duly sworn, did depose and say that
she/he resides at ______________________________________; that she/he is
______________ of THE BANK OF NEW YORK, one of the corporations described in and
which executed the above instrument; that she/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 she/he signed her/his name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
___________________________________
Notary Public
[NOTARIAL SEAL]
