CONVERSION AGREEMENT
Exhibit
99.1
This
Conversion Agreement (the "Agreement") is made on April 20, 2007 and effective
on May 1, 2007, between Ford Motor Credit Company, a Delaware corporation (the
"Company"), and Ford Holdings LLC, a Delaware limited liability company ("Ford
Holdings").
Background:
A. The
Company was incorporated on August 20, 1959 as a Delaware corporation pursuant
to and in accordance with the provisions of the Delaware General Corporation
Law
(the "DGCL").
X. Xxxx
Holdings owns 250,000 shares of Common Stock, par value $100.00 per share,
of
the Company (the "Shares").
C. The
Shares represent 100% of the economic and voting interests of the Company issued
and outstanding on the date of this Agreement.
D. The
Company intends to adopt a plan of liquidation and to effect a complete
liquidation of the Company solely within the meaning of section 332 of the
Internal Revenue Code of 1986, as amended.
E. Pursuant
to such plan of liquidation, the Board of Directors of the Company has
determined that it is in the best interests of the Company and its stockholders
to convert the Company from a Delaware corporation to a Delaware limited
liability company pursuant to Section 266 of the DGCL and Section 18-214 of
the
Delaware Limited Liability Company Act (the "Act").
X. Xxxx
Holdings has consented to the plan of liquidation and the conversion of the
Company pursuant to this Agreement.
The
parties agree as follows:
1. Conversion.
Pursuant to and with the effect provided in Section 266 of the DGCL and 18-214
of the Act, the Company will convert to a limited liability company to be known
as Ford Motor Credit Company LLC (the "Conversion") on May 1, 2007, the
effective time (the "Effective Time") as specified in the Certificate of
Conversion to Limited Liability Company in substantially the form attached
as
Exhibit
A
and the
Certificate of Formation substantially in the form attached as Exhibit
B
(the
"Certificate of Formation"), each as filed with the Secretary of State for
the
State of Delaware. It is the intention of the parties that the Conversion not
constitute a dissolution of the Company for purposes of Section 275 of the
DGCL.
2. Consideration.
Upon
the Effective Time and as part of the Conversion, the Shares will be exchanged
for shares reflecting the ownership interest in Ford Motor Credit Company LLC.
3. Charter
Documents.
At the
Effective Time, the Certificate of Incorporation and By-Laws of the Company
will
cease to have any force or effect and the Certificate of Formation and the
Limited Liability Company Agreement of Ford Motor Credit Company LLC,
substantially in the form attached as Exhibit
C
(the
"LLC Agreement") will govern the affairs of Ford Motor Credit Company LLC and
the conduct of its business. Ford Holdings, as the sole member of Ford Motor
Credit Company LLC agrees to sign the LLC Agreement and be bound by its
terms.
4. Board
of Directors; Officers.
The
Board of Directors of the Company at the Effective Time will be the Board of
Directors of Ford Motor Credit Company LLC after the Conversion. Such Directors
will serve as Directors of Ford Motor Credit Company LLC until such time as
their successors have been duly appointed or elected in accordance with the
LLC
Agreement. The officers of the Company at the Effective Time will be the
officers of Ford Motor Credit Company LLC after the Conversion. Such officers
will serve as officers of Ford Motor Credit Company LLC until such time as
their
successors have been duly elected or appointed in accordance with the LLC
Agreement.
5. Effect
of the Conversion.
At the
Effective Time, the Company will be converted into a Delaware limited liability
company under the name Ford Motor Credit Company LLC and will be deemed to
be
the same entity as the Company and the conversion will constitute a continuation
of the existence of the Company in the form of a Delaware limited liability
company pursuant to Section 226 of the DGCL and Section18-214(g) of the Act.
At
the effective time, all of the rights, privileges and powers of the Company,
all
property, real, personal and mixed, of and all debts or receivables due to
the
Company and all other things and causes of action belonging to the Company
will
remain vested in Ford Motor Credit Company LLC and will be the property of
Ford
Motor Credit Company LLC, and the title to any real property, vested by deed
or
otherwise in the Company will not revert or be in any way impaired by reason
of
the Conversion. All rights of creditors and all liens upon the property of
the
Company will be preserved unimpaired, and all debts, liabilities and duties
of
the Company will remain attached to Ford Motor Credit Company LLC and may be
enforced against Ford Motor Credit Company LLC to the same extent as if the
debts, liabilities and duties had originally been incurred or contracted by
Ford
Motor Credit Company LLC in its capacity as a limited liability company. The
rights, privileges, powers and interests in property of the Company, as well
as
the debts, liabilities and duties of the Company will not be deemed, as a
consequence of the Conversion, to have been transferred to Ford Motor Credit
Company LLC. Any existing claim, action or proceeding by or against the Company
may be prosecuted to judgment or decree as if the Conversion had not taken
place, or Ford Motor Credit Company LLC may be substituted in such action or
proceeding.
6. Amendment
and Modification.
This
Agreement may be amended, modified, or supplemented at any time prior to the
Effective Time.
7. Governing
Law.
This
Agreement will be governed by the laws of the State of Delaware.
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Executed
on April 20, 2007.
FORD
MOTOR CREDIT
COMPANY
FORD
HOLDINGS LLC
By:
/s/ Xxxxx X.
Xxxxxx
By:
/s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx
X.
Xxxxxx Xxxxx
X.
Xxxxxx
Secretary
Secretary
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