0001140361-09-017085 Sample Contracts

AMENDMENT TO SETTLEMENT AGREEMENT
Settlement Agreement • July 28th, 2009 • Ford Motor Co • Motor vehicles & passenger car bodies • New York

This Warrant Agreement dated as of [·], 2009 is between FORD MOTOR COMPANY, a corporation organized under the laws of Delaware (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered, limited-purpose trust company (the “Warrant Agent”).

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Ford-UAW Holdings LLC 15041 Commerce Drive South Rotunda Court #4 Dearborn, MI 48120 Ladies and Gentlemen:
Ford Motor Co • July 28th, 2009 • Motor vehicles & passenger car bodies

Reference is made to that certain Note Purchase Agreement dated as of April 7, 2008 (the "Note Purchase Agreement") by and among, Ford Motor Company, as Issuer ("Ford"), you, as Purchaser, and the Subsidiary Guarantors named therein relating to the $3 billion principal amount 9.5% Guaranteed Secured Note due January 1, 2018 ("Second Lien Note") issued by Ford to you. (Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Note Purchase Agreement.)

THIRD AMENDMENT
Third Amendment • July 28th, 2009 • Ford Motor Co • Motor vehicles & passenger car bodies • New York

THIRD AMENDMENT, dated as of July 22, 2009 (this “Amendment”), by and among Ford Motor Company (the “Company”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

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