USL CAPITAL CORPORATION,
FORD MOTOR CREDIT COMPANY
AND
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 31, 1996
TO
INDENTURE
Dated as of July 1, 1991
FIRST 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 "Company"), 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 FIRST NATIONAL
BANK OF CHICAGO, a national banking association, as trustee (the "Trustee")
under the Indenture dated as of July 1, 1991 between the Company and the Trustee
(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 Company 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
Company and Ford Credit have agreed to provide for the addition of Ford Credit
as a co-obligor with the Company under the Indenture; and
WHEREAS, the Company desires and has requested the Trustee to join with it
in the execution and delivery of this First Supplemental Indenture, and all
requirements necessary to make this First 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 Company 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 Company 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 First Supplemental Indenture, the due and punctual performance
of all of the covenants and obligations of the Company 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 Company under the Securities
and the Indenture.
(c) From and after the date hereof, except as otherwise
specifically provided in this First Supplemental Indenture, all
references in the Indenture and the Securities to "the Company" 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 Company
therein; provided, however, that, subject to Section 4 of this First
Supplemental Indenture, all references to "the Company" in Section 501
of the Indenture shall be deemed to be references to "the Company or
Ford Credit".
(d) From and after the date hereof, any certificate, notice or
request (including any Company Request or Company Order) required to
be furnished by the Company under the Indenture, may be furnished by
the appropriate officers of the Company or Ford Credit; provided,
however, that any Officers' Certificate or Board Resolution required
to be furnished by the Company under the Indenture shall be provided
by both the Company and Ford Credit, unless the Trustee shall agree
that such Officers' Certificate or Board Resolution may be provided by
either of the Company 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:
"'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 Company" in the definitions of "the Company",
"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 Company" in the definitions of "Board of
Directors", "Board Resolution" and "Officers' Certificate" shall be deemed to
refer to "the Company or Ford Credit, as the case may be,".
(e) The reference to "the Company" in the definition of "Lien" shall be
deemed to refer to "each of the Company 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 Company 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 Company 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 804 thereto:
"SECTION 804. Application of Article Eight to the Company. 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
Company, and the Company 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 1007
shall not apply to Ford Credit.
(b) Article Ten of the Indenture is hereby amended by adding the following
new Section 1011 thereto:
"Section 1011. 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;
(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 First 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 Company and Ford Credit.
SECTION 8. Governing Law. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of
California.
SECTION 9. Miscellaneous. (a) The Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed by each of the
Company, Ford Credit and the Trustee, and this First 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 Company 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 First Supplemental Indenture, except that the Trustee
represents that it is duly authorized to execute and deliver this First
Supplemental Indenture and perform its obligations hereunder.
(c) This First 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 First 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 FIRST NATIONAL BANK OF CHICAGO has caused this
First 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 its
Assistant Vice President or an Assistant Secretary.
USL CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: 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 FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Attest:
/s/ X.X. Xxxxxx
------------------------------
Name: X.X. Xxxxxx
Title:
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 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
-------------------------
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 XXXXXXXX )
) ss.:
COUNTY OF XXXX )
July 30, 1996
On the 31st day of July, in the year one thousand nine hundred ninety-six,
before me personally came Xxxxxx X. Xxxxxx to me known, who, being by me duly
sworn, did depose and say that he resides at 000 Xxxxxxx Xxxxxx, Xxxx Xxxxx, XX
00000; that he is a Vice President of THE FIRST NATIONAL BANK OF CHICAGO, 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/ Xxxxxx Xxxxxx
--------------------------
NOTARY PUBLIC
[SEAL] My Commission Expires January 14, 1999
