exv10wee



 











Exhibit 10-EE




CONFORMED COPY




 

 






$18,485,000,000




CREDIT AGREEMENT




among




FORD MOTOR COMPANY,




The Subsidiary Borrowers from Time to Time Parties Hereto,




The Several Lenders from Time to Time Parties Hereto,




JPMORGAN CHASE BANK, N.A.

as Administrative Agent,




CITIBANK, N.A. and GOLDMAN SACHS CREDIT PARTNERS L.P.,




as Syndication Agents,




	 	 	 	 	 
	Deutsche Bank Securities Inc.
	 	HSBC Bank USA, N.A.
	 	Lehman Brothers, Inc.
	 	 	 	 	 
	Merrill Lynch, Pierce, Fenner &

Smith
	 	Morgan Stanley Senior

funding, Inc.
	 	Royal Bank of Scotland






Sumitomo Mitsui Banking Corporation

as Documentation Agents




and




BNP Paribas




as Agent




Dated as of December 15, 2006




 

 








	 	 	 	 	 
	J.P. Morgan Securities Inc.
	 	Citigroup Global Markets

Inc.
	 	Goldman Sachs Credit

Partners L.P.
	 	 	 	 	 
	Deutsche Bank Securities Inc.
	 	HSBC Bank
	 	Lehman Brothers, Inc.
	 	 	 	 	 
	Merrill Lynch, Pierce, Fenner &

Smith
	 	Morgan Stanley Senior

funding, Inc.
	 	Royal Bank of Scotland






Sumitomo Mitsui Banking Corporation




as Bookrunners and Lead Arrangers




 









 






TABLE OF CONTENTS


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	SECTION 1.	 	          DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Defined Terms	 	 	1	 
	 
	 	1.2	 	Other Definitional Provisions	 	 	31	 
	 
	 	1.3	 	Conversion of Foreign Currencies	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	SECTION 2.	 	          AMOUNT AND TERMS OF COMMITMENTS	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1	 	Term Commitments	 	 	32	 
	 
	 	2.2	 	Procedure for Term Loan Borrowing	 	 	32	 
	 
	 	2.3	 	Repayment of Term Loans	 	 	32	 
	 
	 	2.4	 	Domestic Revolving Commitments	 	 	33	 
	 
	 	2.5	 	Procedure for Domestic Revolving Loan Borrowing	 	 	34	 
	 
	 	2.6	 	Multicurrency Revolving Loan Commitments	 	 	34	 
	 
	 	2.7	 	Procedure for Multicurrency Revolving Loan Borrowing	 	 	35	 
	 
	 	2.8	 	Canadian Revolving Commitments	 	 	35	 
	 
	 	2.9	 	Procedure for Canadian Revolving Loan Borrowing	 	 	36	 
	 
	 	2.10	 	Procedure for Canadian Acceptances	 	 	36	 
	 
	 	2.11	 	Swingline Commitment	 	 	41	 
	 
	 	2.12	 	Procedure for Swingline Borrowing; Refunding of Swingline Loans	 	 	42	 
	 
	 	2.13	 	New or Successor Swingline Lender; Swingline Commitments	 	 	43	 
	 
	 	2.14	 	Competitive Bid Procedure	 	 	44	 
	 
	 	2.15	 	Facility Fees, etc.	 	 	45	 
	 
	 	2.16	 	Termination, Reduction or Reallocation of Revolving Commitments	 	 	46	 
	 
	 	2.17	 	Optional Prepayments	 	 	47	 
	 
	 	2.18	 	Mandatory Prepayments	 	 	48	 
	 
	 	2.19	 	Conversion and Continuation Options	 	 	49	 
	 
	 	2.20	 	Limitations on Eurocurrency Tranches	 	 	49	 
	 
	 	2.21	 	Interest Rates and Payment Dates	 	 	50	 
	 
	 	2.22	 	Computation of Interest and Fees	 	 	50	 
	 
	 	2.23	 	Inability to Determine Interest Rate; Illegality	 	 	51	 
	 
	 	2.24	 	Pro Rata Treatment and Payments; Evidence of Debt	 	 	54	 
	 
	 	2.25	 	Requirements of Law	 	 	56	 
	 
	 	2.26	 	Taxes	 	 	57	 
	 
	 	2.27	 	Indemnity	 	 	60	 
	 
	 	2.28	 	Change of Applicable Lending Office	 	 	60	 
	 
	 	2.29	 	Replacement/Termination of Lenders	 	 	61	 
	 
	 	2.30	 	New Local Facilities	 	 	61	 
	 
	 	2.31	 	Incremental Term Loan Facilities	 	 	62	 
	 
	 	2.32	 	Incremental Revolving Commitments/Facilities	 	 	63	 
	 
	 	2.33	 	Revolving Termination Date Extension	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	SECTION 3.	 	          LETTERS OF CREDIT	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1	 	L/C Commitment	 	 	65	 
	 
	 	3.2	 	Procedure for Issuance of Letter of Credit	 	 	65	 






i









 





TABLE OF CONTENTS
(Continued)


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	3.3	 	Fees and Other Charges	 	 	66	 
	 
	 	3.4	 	L/C Participations	 	 	66	 
	 
	 	3.5	 	Reimbursement Obligation of the Company	 	 	67	 
	 
	 	3.6	 	Obligations Absolute	 	 	67	 
	 
	 	3.7	 	Letter of Credit Payments	 	 	68	 
	 
	 	3.8	 	Applications	 	 	68	 
	 
	 	3.9	 	Existing Letters of Credit	 	 	68	 
	 
	 	3.10	 	Collateral	 	 	68	 
	 
	 	3.11	 	New Issuing Lenders; L/C Commitments	 	 	68	 
	 
	 	 	 	 	 	 	 	 
	SECTION 4.	 	          REPRESENTATIONS AND WARRANTIES	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Financial Condition	 	 	69	 
	 
	 	4.2	 	No Change	 	 	69	 
	 
	 	4.3	 	Existence	 	 	69	 
	 
	 	4.4	 	Power; Authorization; Enforceable Obligations	 	 	70	 
	 
	 	4.5	 	No Legal Bar	 	 	70	 
	 
	 	4.6	 	Litigation	 	 	70	 
	 
	 	4.7	 	No Default	 	 	70	 
	 
	 	4.8	 	Ownership of Property	 	 	70	 
	 
	 	4.9	 	Intellectual Property	 	 	70	 
	 
	 	4.10	 	Federal Regulations	 	 	71	 
	 
	 	4.11	 	ERISA	 	 	71	 
	 
	 	4.12	 	Investment Company Act; Other Regulations	 	 	71	 
	 
	 	4.13	 	Subsidiary Guarantors; Pledged Equity	 	 	71	 
	 
	 	4.14	 	Security Documents	 	 	71	 
	 
	 	4.15	 	Environmental Laws	 	 	71	 
	 
	 	 	 	 	 	 	 	 
	SECTION 5.	 	          CONDITIONS PRECEDENT	 	 	71	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Conditions to Effectiveness	 	 	71	 
	 
	 	5.2	 	Conditions to Each Extension of Credit	 	 	73	 
	 
	 	 	 	 	 	 	 	 
	SECTION 6.	 	          AFFIRMATIVE COVENANTS	 	 	74	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	Company Financial Statements	 	 	74	 
	 
	 	6.2	 	Subsidiary Financial Statements	 	 	74	 
	 
	 	6.3	 	Compliance and Borrowing Base Certificates	 	 	75	 
	 
	 	6.4	 	Maintenance of Business; Existence	 	 	75	 
	 
	 	6.5	 	Maintenance of Property; Insurance	 	 	75	 
	 
	 	6.6	 	Notices	 	 	75	 
	 
	 	6.7	 	Additional Collateral, etc.	 	 	76	 
	 
	 	 	 	 	 	 	 	 
	SECTION 7.	 	          NEGATIVE COVENANTS	 	 	78	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.1	 	Borrowing Base	 	 	78	 
	 
	 	7.2	 	Available Liquidity	 	 	78	 
	 
	 	7.3	 	Liens	 	 	78	 
	 
	 	7.4	 	Restricted Group Debt	 	 	78	 






ii









 




TABLE OF CONTENTS
(Continued)


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	7.5	 	Asset Sale Restrictions	 	 	79	 
	 
	 	7.6	 	Restricted Payments	 	 	81	 
	 
	 	7.7	 	Fundamental Changes	 	 	81	 
	 
	 	7.8	 	Negative Pledge	 	 	82	 
	 
	 	7.9	 	Sales and Leasebacks	 	 	82	 
	 
	 	 	 	 	 	 	 	 
	SECTION 8.	 	          EVENTS OF DEFAULT	 	 	83	 
	 
	 	 	 	 	 	 	 	 
	SECTION 9.	 	          THE AGENTS	 	 	86	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.1	 	Appointment	 	 	86	 
	 
	 	9.2	 	Delegation of Duties	 	 	86	 
	 
	 	9.3	 	Exculpatory Provisions	 	 	87	 
	 
	 	9.4	 	Reliance by Administrative Agent	 	 	87	 
	 
	 	9.5	 	Notice of Default	 	 	87	 
	 
	 	9.6	 	Non-Reliance on Agents and Other Lenders	 	 	87	 
	 
	 	9.7	 	Indemnification	 	 	88	 
	 
	 	9.8	 	Agent in Its Individual Capacity	 	 	88	 
	 
	 	9.9	 	Successor Administrative Agent	 	 	88	 
	 
	 	9.10	 	Bookrunners, Lead Arrangers, Documentation Agents and Syndication Agents	 	 	89	 
	 
	 	 	 	 	 	 	 	 
	SECTION 10.	 	          MISCELLANEOUS	 	 	89	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.1	 	Amendments and Waivers	 	 	89	 
	 
	 	10.2	 	Notices	 	 	92	 
	 
	 	10.3	 	No Waiver; Cumulative Remedies	 	 	93	 
	 
	 	10.4	 	Survival of Representations and Warranties	 	 	93	 
	 
	 	10.5	 	Payment of Expenses and Taxes	 	 	93	 
	 
	 	10.6	 	Successors and Assigns; Participations and Assignments	 	 	95	 
	 
	 	10.7	 	Adjustments; Set-off; Revolver Allocation	 	 	98	 
	 
	 	10.8	 	Counterparts	 	 	99	 
	 
	 	10.9	 	Severability	 	 	99	 
	 
	 	10.10	 	Integration	 	 	100	 
	 
	 	10.11	 	GOVERNING LAW	 	 	100	 
	 
	 	10.12	 	Submission to Jurisdiction; Waivers	 	 	100	 
	 
	 	10.13	 	Judgment	 	 	100	 
	 
	 	10.14	 	Acknowledgements	 	 	101	 
	 
	 	10.15	 	Releases of Guarantees and Liens	 	 	101	 
	 
	 	10.16	 	Confidentiality	 	 	101	 
	 
	 	10.17	 	WAIVERS OF JURY TRIAL	 	 	102	 
	 
	 	10.18	 	USA Patriot Act	 	 	102	 






iii









 






	 	 	 
	SCHEDULES:
	 
	 	 
	1.1A

	 	Commitments
	1.1B

	 	Borrowing Base
	1.1C

	 	Mandatory Costs
	1.1D

	 	Initial Subsidiary Guarantors
	1.1E

	 	Mortgaged Property
	1.1F

	 	Principal Trade Names
	1.1G

	 	Pricing Grid
	3.9

	 	Existing Letters of Credit
	4.13

	 	Pledged Equity
	5.1(g)

	 	Pledged Notes
	5.1(h)

	 	UCC Filings
	6.7(e)

	 	Post-Closing Items
	 
	 	 
	EXHIBITS:
	 
	 	 
	A

	 	Form of Security Agreement
	B

	 	Form of Collateral Trust Agreement
	C

	 	Form of Guarantee
	D

	 	Form of Trademark Security Agreement
	E

	 	Form of Mortgage
	F

	 	Form of Borrowing Base Certificate
	G

	 	Form of Discount Note
	H

	 	Form of Drawing Notice
	I

	 	Form of Competitive Bid Request
	J

	 	Form of Competitive Bid
	K

	 	Form of Competitive Bid Accept/Reject Letter
	L

	 	Form of Incremental Revolving Loan Activation Notice
	M

	 	Form of Incremental Term Loan Activation Notice
	N

	 	Form of Closing Certificate
	O

	 	Form of Assignment and Assumption
	P-1

	 	Form of Legal Opinion of Simpson Thacher & Bartlett LLP
	P-2

	 	Form of Legal Opinion of In-House Counsel
	Q

	 	Form of Exemption Certificate
	R

	 	Form of Joinder Agreement
	S-1

	 	Form of Addendum (Revolver)
	S-2

	 	Form of Addendum (Term Loan)
	T

	 	Form of Compliance Certificate
	U-1

	 	Form of Term Note
	U-2

	 	Form of Revolving Note






iv









 






          CREDIT AGREEMENT (this “Agreement”), dated as of December 15, 2006, among FORD MOTOR
COMPANY, a Delaware corporation (the “Company”), the Subsidiary Borrowers (as defined
herein) from time to time parties hereto, the several banks and other financial institutions or
entities from time to time parties hereto (the “Lenders”), CITIBANK, N.A. and GOLDMAN SACHS
CREDIT PARTNERS, L.P., as syndication agents (in such capacity, the “Syndication Agents”),
and JPMORGAN CHASE BANK, N.A., as administrative agent.



          The parties hereto hereby agree as follows:



SECTION 1. DEFINITIONS




          1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1
shall have the respective meanings set forth in this Section 1.1.



          “ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16
of 1%) equal to the greater of (a) (i) the Prime Rate in effect on such day or (ii) in the case of
Canadian Revolving Loans denominated in Dollars made by a Qualifying Canadian Lender, the US Base
Rate (Canada) in effect on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. Any change in the ABR due to a change in the Prime Rate, the US Base Rate (Canada)
or the Federal Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate, the US Base Rate (Canada) or the Federal Funds
Effective Rate, respectively.



          “ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.



          “Acceptance”: a Draft drawn by a Canadian Borrower on a Canadian Revolving Lender
conforming to the requirements of Section 2.10 and accepted by such Canadian Revolving Lender in
accordance with Section 2.10(c). As the context shall require, “Acceptance” shall also have the
meaning ascribed to it in Section 2.10(j).



          “Acceptance Equivalent Loan”: an advance made under this Agreement by a Canadian
Revolving Lender evidenced by a Discount Note.



          “Acceptance Exposure”: at any time, the Dollar Equivalent of the aggregate face
amount of the outstanding Acceptances and Acceptance Equivalent Loans at such time. The Acceptance
Exposure of any Canadian Revolving Lender at any time shall be its Canadian Revolving Percentage of
the aggregate Acceptance Exposure at such time.



          “Acceptance Fee”: has the meaning assigned to such term in Section 2.10(m).



          “Acceptance Obligation”: in respect of each Acceptance, the obligation of the
relevant Canadian Borrower to pay to the Canadian Revolving Lender that accepted such Acceptance
the face amount thereof as required by Section 2.10(e).



          “Addendum”: (a) in the case of Revolving Lenders, a Master Addendum, Credit
Reallocation Agreement and Amendment Agreement, substantially in the form of Exhibit S-1 and (b) in
the case of Term Lenders, an Addendum Agreement, substantially in the form of Exhibit S-2.



          “Additional Subsidiary Guarantor”: each Domestic Subsidiary of the Company (other
than any Excluded Subsidiary) (a) that has Consolidated Total Assets with a Net Book Value in
excess of
$500,000,000 and (b) with respect to which the Company or any Subsidiary Guarantor directly or



 









 







indirectly owns 80% or more of the Capital Stock or Voting Stock of such Subsidiary and the
remaining Capital Stock of which is not publicly held.



          “Administrative Agent”: JPMorgan Chase Bank, N.A., as the administrative agent for
the Lenders under this Agreement and the other Loan Documents (and, with respect to the Canadian
Revolving Facility, JPMorgan Chase Bank N.A., Toronto Branch), together with any of its successors.



          “Affected Foreign Currency”: as defined in Section 2.23.



          “Agents”: the collective reference to the Collateral Trustee and the Administrative
Agent.



          “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a)
until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b)
thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans
and (ii) the amount of such Lender’s Revolving Commitments then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then
outstanding.



          “Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio
(expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate
Exposure of all Lenders at such time.



          “Agreement”: as defined in the preamble hereto.



          “Applicable Lending Office”: for any Lender, with respect to the Company and each
Subsidiary Borrower, such Lender’s office, branch or affiliate designated for Acceptances,
Acceptance Equivalent Loans, Eurocurrency Loans, ABR Loans, Canadian Base Rate Loans, L/C
Participations, Competitive Loans, Swingline Loans or Letters of Credit, as applicable, as notified
to the Administrative Agent and the Company or as otherwise specified in the Assignment and
Assumption pursuant to which such Lender became a party hereto, any of which offices may, subject
to Section 2.26, be changed by such Lender upon 10 days’ prior written notice to the Administrative
Agent and the Company.



          “Applicable Margin”: (a) with respect to Term Loans, (i) at any time when the
Company’s Corporate Family Rating from Moody’s is B2 or better and its Corporate Credit Rating from
S&P is B or better, (A) 1.75% per annum in the case of ABR Loans and (B) 2.75% per annum in the
case of Eurocurrency Loans and (ii) at all other times, (A) 2.00% per annum in the case of ABR
Loans and (B) 3.00% per annum in the case of Eurocurrency Loans and (b) with respect to Revolving
Loans, (i) until delivery of financial statements for the first full fiscal quarter of the Company
completed after the Closing Date pursuant to Section 6.1, (A) 1.25% per annum in the case of ABR
Loans and Canadian Base Rate Loans and (B) 2.25% per annum in the case of Eurocurrency Loans and
(ii) thereafter, the rate per annum set forth under the relevant column heading in the Pricing
Grid; provided that the Applicable Margin in effect at any time may be increased pursuant
to Section 6.7(e).



          Changes in the Applicable Margin for Term Loans resulting from changes in ratings by S&P or
Moody’s shall become effective on the Business Day following the announcement of such new rating.
If one or more of such rating agencies shall not have in effect a Corporate Family Rating or a
Corporate Credit Rating, as applicable (other than by reason of the circumstances referred to in
the following sentence), then the rating assigned by the other rating agency shall be used to
establish the Applicable Margin for the Term Loans. If the rating system of Moody’s or S&P shall
change, or if either
rating agency shall cease to be in the business of providing corporate ratings, the Company
and the



2









 







Administrative Agent shall negotiate in good faith to amend this definition to reflect such
changed rating system or the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the rating of such rating agency shall be determined by
reference to the rating most recently in effect prior to such change or cessation.



          “Applicable Premium”: as of any date of determination, the present value at such
date, computed using a discount rate equal to the Treasury Rate plus 50 basis points, of
(a) the prepayment premium applicable to the Term Loans of the applicable Term Lenders on the first
day after the second anniversary of the Closing Date, plus (b) all interest that would
accrue on such Term Loans from such date to the first day after the second anniversary of the
Closing Date, computed using the Eurocurrency Rate for an Interest Period of three months
plus the Applicable Margin for the Term Loans on such date.



          “Application”: an application, in such form as an Issuing Lender may specify from
time to time, requesting such Issuing Lender to open a Letter of Credit.



          “Approved Fund”: as defined in Section 10.6(b).



          “Assignee”: as defined in Section 10.6(b).



          “Assignment and Assumption”: an Assignment and Assumption, substantially in the form
of Exhibit O.



          “Attributable Debt”: as to any particular lease under which any Person is at the time
liable, at any date as of which the amount thereof is to be determined, the total net amount of
rent (discounted from the respective due dates thereof at the rate of 9.5% per annum) required to
be paid by such person under such lease during the remaining term thereof. The net amount of rent
required to be paid under any such lease for any such period shall be the total amount of the rent
payable by the lessee with respect to such period, but may exclude amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges.
In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net
amount shall also include the amount of such penalty, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it may be so terminated.



          “Available Canadian Revolving Commitment”: as to any Canadian Revolving Lender at any
time, an amount equal to (a) such Lender’s Canadian Revolving Commitment then in effect
minus (b) such Lender’s Canadian Revolving Extensions of Credit then outstanding.



          “Available Domestic Revolving Commitment”: as to any Domestic Revolving Lender at any
time, an amount equal to (a) such Lender’s Domestic Revolving Commitment then in effect
minus (b) such Lender’s Domestic Revolving Extensions of Credit then outstanding.



          “Available Liquidity”: as of any date of determination, the sum of (a) the lesser of
(i) the Total Available Revolving Commitment (including any unused commitment under any Incremental
Revolving Facility or any Permitted Additional Senior Facility) and (ii) the excess of (A) the
Borrowing Base as of such date, over (B) the Borrowing Base Debt at such date plus
(b) “automotive gross cash” reported in the Company’s most recent Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as applicable, filed with the SEC (excluding such amounts held or
owned by Foreign Subsidiaries).



          “Available Multicurrency Revolving Commitment”: as to any Multicurrency Revolving
Lender at any time, an amount equal to (a) such Lender’s Multicurrency Revolving Commitment then in
effect minus (b) such Lender’s Multicurrency Revolving Extensions of Credit then
outstanding.



3









 





          “Benefitted Lender”: as defined in Section 10.7(a).



          “Board”: the Board of Governors of the Federal Reserve System of the United States
(or any successor).



          “Borrowing Base”: as of any date of determination, the aggregate of the Borrowing
Base Amounts calculated for each category of Eligible Collateral in accordance with Schedule 1.1B,
as the same may be amended from time to time. The Borrowing Base at any time shall be determined
by reference to the most recent Borrowing Base Certificate delivered to Administrative Agent on the
Closing Date or pursuant to Section 6.3(b), as applicable (adjusted on a pro forma
basis for (a) any Disposition, and the application of the proceeds thereof, described in clauses
(b), (c), (g), (h) or (i) of Section 7.5 or clause (A) of the last sentence of Section 7.5, (b) any
reduction of the Eligible Value of Capital Stock or intercompany notes in connection with the
incurrence of any Indebtedness or a Material Guarantee pursuant to clause (f) or clause (g) of
Section 7.4 and (c) any addition to the Borrowing Base of additional Collateral in accordance with
Schedule 1.1B (including Mazda Shares) or pursuant to Section 6.7(g), in each case consummated
after the last day of the fiscal period covered by such Borrowing Base Certificate).



          “Borrowing Base Certificate”: a certificate substantially in the form of Exhibit F.



          “Borrowing Base Coverage Ratio”: at any time the ratio of (a) the Borrowing Base at
such time (adjusted on a pro forma basis to the extent, and in the manner, required
by this Agreement) to (b) the sum of (i) the Dollar Equivalent Outstanding Amount of Borrowing Base
Debt at such time (giving effect to any application of proceeds to the extent required or permitted
by this Agreement) and (ii) the unused Revolving Commitments (including any unused commitment under
any Incremental Revolving Facility or any Permitted Additional Senior Facility) at such time.



          “Borrowing Base Debt”: collectively, (a) Covered Debt and (b) the Outstanding Amount
of obligations in excess of $100,000,000 secured by Liens described in clause (x) of the definition
of Permitted Liens.



          “Borrowing Date”: any Business Day specified by the Company or any Subsidiary
Borrower as a date on which the Company or such Subsidiary Borrower requests the relevant Lenders
to make Loans hereunder.



          “Business Day”: any day other than a Saturday, Sunday or other day on which banks in
New York City are permitted to close; provided, however, that when used in
connection with (a) a Eurocurrency Loan, the term “Business Day” shall also exclude any day on
which banks are not open for dealings in Dollar deposits or deposits in any Optional Currency, as
applicable, in the London Interbank market, (b) a Canadian Revolving Loan denominated in Canadian
Dollars, the term “Business Day” shall also exclude any day on which banks are not open for
business in Toronto, Canada, (c) a Multicurrency Revolving Loan denominated in Euros, the term
“Business Day” shall also exclude any day that is not a TARGET Day and (d) any other Optional
Currency, the term “Business Day” shall also exclude any day on which banks in the principal
financial center of the country of such Optional Currency are not open for general business.



          “CAM Exchange”: as defined in Section 10.7.



          “CAM Percentage”: at any date, as to any Revolving Lender, the percentage which the
aggregate Revolving Commitments of such Revolving Lender as of such date (before any termination



4









 







thereof on such date) constitutes of the Total Revolving Commitments as of such date (before any
termination thereof on such date).



          “Canadian Base Rate”: the higher of:




     (a) the rate of interest publicly announced by the Administrative Agent (or any
Applicable Lending Office thereof) from time to time as its reference rate then in effect
for determining interest rates on Canadian Dollar denominated commercial loans made in
Canada; and




     (b) the CDOR Rate for a one month period, plus 0.5%.



          “Canadian Base Rate Loans”: Revolving Loans bearing interest at a rate determined by
reference to the Canadian Base Rate.



          “Canadian Borrower”: any Subsidiary Borrower that is organized under the laws of
Canada or any province or territory thereof.



          “Canadian Dollars” and “C$”: the lawful money of Canada.



          “Canadian Revolving Commitment”: as to any Lender, the obligation of such Lender, if
any, to make Canadian Revolving Loans (including Acceptance Equivalent Loans) and accept
Acceptances in an aggregate principal and/or face amount not to exceed the amount set forth under
the heading “Canadian Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the
Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be
changed from time to time pursuant to the terms hereof.



          “Canadian Revolving Extensions of Credit”: as to any Canadian Revolving Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all Canadian Revolving
Loans denominated in Dollars held by such Lender (or its Applicable Lending Office) then
outstanding, (b) the Dollar Equivalent of the aggregate principal amount of all Canadian Revolving
Loans denominated in Canadian Dollars held by such Lender (or its Applicable Lending Office) then
outstanding and (c) such Lender’s Acceptance Exposure.



          “Canadian Revolving Lender”: each Lender that has a Canadian Revolving Commitment or
that holds Canadian Revolving Loans or Acceptances.



          “Canadian Revolving Loans”: as defined in Section 2.8(a).



          “Canadian Revolving Percentage”: as to any Canadian Revolving Lender at any time, the
percentage which such Lender’s Canadian Revolving Commitment then constitutes of the Total Canadian
Revolving Commitments or, at any time after all of the Canadian Revolving Commitments shall have
expired or terminated, the percentage which the aggregate amount of such Lender’s Canadian
Revolving Extensions of Credit then outstanding constitutes of the Total Canadian Revolving
Extensions of Credit then outstanding.



          “Capital Stock”: any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation) and any and all warrants, rights or options to purchase any
of the foregoing.



5









 





          “CDOR Rate”: on any day, with respect to a particular term as specified herein, the
average annual rate for such term applicable to banker’s acceptances in Canadian Dollars displayed
and identified as such on the “Reuters screen CDOR page” at approximately 10:00 A.M.
Toronto time on such day (provided that if such rates do not appear on the Reuters screen
CDOR page, then the CDOR Rate shall be the average of the rate quotes for banker’s acceptances
denominated in Canadian Dollars with such term received by the Administrative Agent at
approximately 10:00 A.M. Toronto time on such day (or, if such day is not a Business Day, on the
next preceding Business Day) from two or more Schedule I Lenders).



          “Change in Tax Law”: as defined in Section 2.26.



          “Change of Control”: the occurrence of either (a) more than 50% of the Voting Stock
of the Company being held by a Person or Persons (other than Permitted Holders) who “act as a
partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or
disposing of securities” of the Company within the meaning of Section 13(d)(3) of the Exchange Act
or (b) Continuing Directors ceasing to constitute at least a majority of the board of directors of
the Company.



          “Closing Date”: the date on which the conditions precedent set forth in Section 5.1
shall have been satisfied, which date is December 15, 2006.



          “Code”: the Internal Revenue Code of 1986, as amended from time to time.



          “Collateral”: all property of the Loan Parties, now owned or hereafter acquired, in
which the Company or a Subsidiary Guarantor has granted a Lien pursuant to any Security Document.



          “Collateral Release Conditions”: the conditions to the Collateral Release Date
specified in Section 10.15(b) or (c), as applicable.



          “Collateral Release Date”: as defined in Section 10.15.



          “Collateral Trust Agreement”: the Collateral Trust Agreement to be executed and
delivered by the Company, each Subsidiary Guarantor, the Collateral Trustee and the other parties
named therein, substantially in the form of Exhibit B.



          “Collateral Trustee”: Wilmington Trust Company, in its capacity as trustee under the
Collateral Trust Agreement, and any successor thereof under the Collateral Trust Agreement and, as
the context may require, any co-trustee appointed pursuant to the terms of the Collateral Trust
Agreement.



          “Collateralized”: secured by cash collateral arrangements and/or backstop letters of
credit entered into on terms and in amounts reasonably satisfactory to the relevant Issuing Lender;
the terms “Collateralize” and “Collateralization” shall have correlative meanings.



          “Commitment”: as to any Lender, the sum of the Term Commitment and the Revolving
Commitments of such Lender.



          “Commonly Controlled Entity”: an entity, whether or not incorporated, that is part of
a group that includes the Company and that is treated as a single employer under Section 414(b) or
(c) of the Code.



          “Common Stock”: as defined in Section 7.6.



6









 





          “Competitive Bid”: an offer by a Revolving Lender to make a Competitive Loan in
accordance with Section 2.14.



          “Competitive Bid Accept/Reject Letter”: a notification made by the Company pursuant
to Section 2.14 in the form of Exhibit K.



          “Competitive Bid Rate”: with respect to any Competitive Bid (a) in the case of a
Eurocurrency Competitive Loan, the Eurocurrency Base Rate plus (or minus) the Margin and (b) in the
case of a Fixed Rate Loan, the fixed rate of interest per annum, in each case specified by the
Lender making such Competitive Loan in its related Competitive Bid.



          “Competitive Bid Request”: a request made pursuant to Section 2.14 in the form of
Exhibit I.



          “Competitive Loan”: a Loan made pursuant to Section 2.14.



          “Compliance Certificate”: a certificate duly executed by a Responsible Officer,
substantially in the form of Exhibit T.



          “Conduit Lender”: any special purpose corporation organized and administered by any
Lender for the purpose of making Loans otherwise required to be made by such Lender and designated
by such Lender in a written instrument; provided, that the designation by any Lender of a
Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan
under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the
designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to
deliver all consents and waivers required or requested under this Agreement with respect to its
Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled
to receive any greater amount pursuant to Section 2.25, 2.26, 2.27 or 10.5 than the designating
Lender would have been entitled to receive in respect of the extensions of credit made by such
Conduit Lender or (b) be deemed to have any Commitment.



          “Consolidated Total Assets”: at any date, with respect to any Person, the amount set
forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet (or
the equivalent) of such Person and its consolidated Subsidiaries.



          “Consolidated Total Automotive Assets”: at any date, the consolidated total
automotive assets of the Company and its consolidated Subsidiaries as of the most recent
consolidated financial statements of the Company delivered pursuant to Section 6.1.



          “Consolidated Net Tangible Automotive Assets”: the sum of (a) the aggregate amount of
the Company’s automotive assets (less applicable reserves and other properly deductible items)
after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like intangibles, plus
(b) the Company’s equity in the net assets of its financial services subsidiaries after deducting
therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, in each case as set forth in the most recent financial statements the
Company and its consolidated Subsidiaries delivered pursuant to Section 6.1 prepared in accordance
with GAAP.



          “Continuing Director”: at any date, an individual (a) who is a member of the board of
directors of the Company on the Closing Date, (b) who has been elected as a member of such board of
directors with a majority of the total votes of Permitted Holders that were cast in such
election voted in



7









 







favor of such member or (c) who has been nominated to be a member of such board
of directors by a majority of the other Continuing Directors then in office.



          “Contractual Obligation”: as to any Person, any provision of any security issued by
such Person or of any agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.



          “Covered Debt”: collectively, (a) all Indebtedness incurred and all other extensions
of credit outstanding (including all Letters of Credit and Acceptances) under this Agreement
(including under any Incremental Facility) and any Permitted Additional Senior Facilities, (b) any
Permitted Additional Notes and (c) any Permitted First Lien Non-Loan Exposure.



          “Cumulative Growth Amount”: as of any date (a) an amount, not less than zero, equal
to 50% of the sum of (i) Automotive “Net Cash Flows from Operating Activities” as set forth on the
sector statement of cash flows of the Company and its consolidated Subsidiaries as reported in the
Company’s Annual Report(s) on Form 10-K filed with the SEC for the period (taken as one accounting
period) from January 1, 2010 to the last day of the most recent fiscal year of the Company for
which financial statements have been delivered pursuant to Section 6.1, plus (ii)
Automotive “Net Cash (used in) / provided by investing activities” on the sector statement of cash
flows of the Company and its consolidated Subsidiaries as reported in such Annual Report(s) for
such period, minus (b) the aggregate amount of Restricted Payments made pursuant to Section
7.6(h) prior to such date.



          “Currency”: Dollars, Canadian Dollars or any Optional Currency.



          “Debt”: as defined in Section 7.8.



          “Default”: any of the events specified in Section 8, whether or not any requirement
for the giving of notice, the lapse of time, or both, has been satisfied.



          “Designated Cash Management Obligations”: obligations of the Company or any
Subsidiary to banks, financial institutions, investment banks and others in respect of banking,
cash management (including, without limitation, Automated Clearinghouse transactions), custody and
other similar services and company paid credit cards that permit employees to make purchases on
behalf of the Company or such Subsidiary designated by the Company in accordance with the
Collateral Trust Agreement from time to time as constituting “Designated Cash Management
Obligations.”



          “Designated Hedging Obligations”: the direct obligations of the Company, and the
obligations of the Company as a guarantor of any Subsidiary’s obligations, to counterparties
designated by the Company in accordance with the Collateral Trust Agreement from time to time as
constituting “Designated Hedging Obligations” under or in connection with any of the following: (a)
a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option, bond option, interest
rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option, credit protection
transaction, credit swap, credit default swap, credit default option, total return swap, credit
spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back
transaction, securities lending transaction, weather index transaction or forward purchase or sale
of a security, commodity or other financial instrument or interest (including any option with
respect to any of these transactions) or (b) which is a type of transaction that is similar to any
transaction referred to in clause (a) above that is currently, or in the future becomes,
recurrently entered into in the financial markets (including terms and conditions incorporated by
reference
in such agreement) and which is a forward, swap, future, option or other derivative on one or
more rates,



8









 







currencies, commodities, equity securities or other equity instruments, debt securities
or other debt instruments, economic indices or measures of economic risk or value, or other
benchmarks against which payments or deliveries are to be made.



          “Discount Note”: a non-interest bearing, non-negotiable promissory note of a Canadian
Borrower denominated in Canadian Dollars, issued by such Canadian Borrower to a Canadian Revolving
Lender, substantially in the form of Exhibit G.



          “Discount Proceeds”: for any Acceptance issued hereunder, an amount calculated on the
applicable date of issuance by multiplying (a) the face amount of the Acceptance by (b) the
quotient obtained by dividing (i) one by (ii) the sum of one plus the product of (A) the Discount
Rate applicable to the Acceptance and (B) a fraction, the numerator of which is the number of days
in the term of the Acceptance and the denominator of which is 365, with the quotient being rounded
up or down to the fifth decimal place and .00005 being rounded up.



          “Discount Rate”: with respect to any Acceptance, (a) for a Canadian Revolving Lender
which is a Schedule I Lender, the CDOR Rate (for the applicable term) and (b) for other Canadian
Revolving Lenders, the rate determined by the Administrative Agent as being the arithmetic average
(rounded upwards to the nearest multiple of 0.01%) of the discount rates for the applicable term,
calculated on the basis of a year of 365 days, of the Schedule II/III Reference Lenders established
in accordance with their normal practices at or about 10:00 A.M. (Toronto time) on the issuance
date of such Acceptance, provided that the Discount Rate of such other Lenders shall not
exceed for any issue the Discount Rate established pursuant to (a) above plus 0.10% per annum.



          “Disposition”: with respect to any property, any sale, transfer or other disposition
thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.



          “Dollar Equivalent”: on any date of determination, (a) with respect to any amount
denominated in Dollars, such amount and (b) with respect to an amount denominated in any other
currency, the equivalent in Dollars of such amount determined by the Administrative Agent in
accordance with normal banking industry practice using the Exchange Rate on the date of
determination of such equivalent. In making any determination of the Dollar Equivalent (for
purposes of calculating the amount of Loans to be borrowed from the respective Lenders on any date
or for any other purpose), the Administrative Agent shall use the relevant Exchange Rate in effect
on the date on which the Company or any Subsidiary Borrower delivers a request for Revolving Loans
or on such other date upon which a Dollar Equivalent is required to be determined pursuant to the
provisions of this Agreement. As appropriate, amounts specified herein as amounts in Dollars shall
be or include any relevant Dollar Equivalent amount.



          “Dollars” and “$”: the lawful money of the United States.



          “Domestic Revolving Commitment”: as to any Lender, the obligation of such Lender, if
any, to make Domestic Revolving Loans and participate in Swingline Loans and Letters of Credit in
an aggregate principal and/or face amount not to exceed the amount set forth under the heading
“Domestic Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment
and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from
time to time pursuant to the terms hereof.



          “Domestic Revolving Extensions of Credit”: as to any Domestic Revolving Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all Domestic Revolving
Loans held by such Lender then outstanding, (b) such Lender’s Domestic Revolving Percentage of
the



9









 







L/C Obligations then outstanding and (c) such Lender’s Domestic Revolving Percentage of the
aggregate principal amount of Swingline Loans then outstanding.



          “Domestic Revolving Lender”: each Lender that has a Domestic Revolving Commitment or
that holds Domestic Revolving Loans.



          “Domestic Revolving Loans”: as defined in Section 2.4(a).



          “Domestic Revolving Percentage”: as to any Domestic Revolving Lender at any time, the
percentage which such Lender’s Domestic Revolving Commitment then constitutes of the Total Domestic
Revolving Commitments or, at any time after the Domestic Revolving Commitments shall have expired
or terminated, the percentage which the aggregate amount of such Lender’s Domestic Revolving
Extensions of Credit then outstanding constitutes of the Total Domestic Revolving Extensions of
Credit then outstanding.



          “Domestic Subsidiary”: any Subsidiary of the Company organized under the laws of any
jurisdiction within the United States.



          “Domestic Subsidiary Borrower”: any Subsidiary Borrower which is a Domestic
Subsidiary.



          “Draft”: a depository bill issued in accordance with the Depository Bills and Notes
Act (Canada) or a bill of exchange in the form used from time to time by each Canadian Revolving
Lender, respectively, in connection with the creation of Acceptances in accordance with the
provisions of Section 2.10 and payable in Canadian Dollars.



          “Drawing Notice”: as defined in Section 2.10(c).



          “Environmental Laws”: any and all foreign, Federal, state, provincial, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of
any Governmental Authority or other Requirements of Law (including common law) regulating, relating
or imposing liability or standards of conduct concerning protection of human health, the
environment or natural resources, as now or may at any time hereafter be in effect.



          “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to
time.



          “Euro” and “€”: the official currency of the European Union.



          “Eurocurrency Base Rate”: with respect to each day during each Interest Period
pertaining to a Eurocurrency Loan, the rate per annum determined on the basis of the rate for
deposits in the applicable Currency for a period equal to such Interest Period commencing on the
first day of such Interest Period appearing on the applicable page of the Telerate screen as of
11:00 A.M., London time, on the Quotation Date. In the event that such rate does not appear on
such page of the Telerate screen (or otherwise on such screen), the “Eurocurrency Base
Rate” shall be determined by reference to such other comparable publicly available service for
displaying eurocurrency rates for the applicable Currency as may be selected by the Administrative
Agent with the consent of the Company (such consent not to be unreasonably withheld) or, in the
absence of such availability, by reference to the rate at which the Administrative Agent is offered
deposits in the applicable Currency at or about 11:00 A.M., London time,
two Business Days prior to the beginning of such Interest Period in the London interbank
eurocurrency market for delivery on the first day of such Interest Period for the number of days
comprised therein.



10









 





          “Eurocurrency Competitive Loan”: any Competitive Loan bearing interest at a rate
determined by reference to the Eurocurrency Base Rate.



          “Eurocurrency Loans”: Loans the rate of interest applicable to which is based upon
the Eurocurrency Rate.



          “Eurocurrency Rate”: with respect to each day during each Interest Period pertaining
to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following
formula (rounded upward to the nearest 1/100th of 1%):



	 	 	 
	 
	Eurocurrency Base Rate	 
	 
	 	 
	 
	1.00 — Eurocurrency Reserve Requirements	 





; provided that with respect to any Eurocurrency Loan denominated in Pounds Sterling, the
Eurocurrency Rate shall the mean the Eurocurrency Base Rate plus if applicable, as
reasonably determined by the Administrative Agent in accordance with Schedule 1.1C, the Mandatory
Costs.




          “Eurocurrency Reserve Requirements”: a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board and any other banking
authority to which the Administrative Agent or any Lender is subject, for Eurocurrency Liabilities
(as defined in Regulation D). Such reserve percentages shall include those imposed under
Regulation D. Eurocurrency Loans shall be deemed to constitute Eurocurrency Liabilities and as
such shall be deemed to be subject to such reserve requirements without benefit of or credit for
proration, exceptions or offsets which may be available from time to time to any Lender under
Regulation D. Eurocurrency Reserve Requirements shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.



          “Eurocurrency Tranche”: the collective reference to Eurocurrency Loans under a
particular Facility the then current Interest Periods with respect to all of which begin on the
same date and end on the same later date (whether or not such Loans shall originally have been made
on the same day).



          “Event of Default”: any of the events specified in Section 8, provided that
any requirement for the giving of notice, the lapse of time, or both, has been satisfied.



          “Exchange Act”: the Securities and Exchange Act of 1934, as amended.



          “Exchange Rate”: for any day with respect to any currency (other than Dollars), the
rate at which such currency may be exchanged into Dollars, as set forth at 11:00 A.M., London time,
on such day on the applicable Reuters currency page with respect to such currency. In the event
that such rate does not appear on the applicable Reuters currency page, the Exchange Rate with
respect to such currency shall be determined by reference to such other publicly available service
for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company or,
in the absence of such agreement, such Exchange Rate shall instead be the spot rate of exchange of
the Administrative Agent in the London Interbank market or other market where its foreign currency
exchange operations in respect of such currency are then being conducted, at or about 11:00 A.M.,
London time, on such day for the purchase of Dollars with such currency, for delivery two Business
Days later; provided, however, that if at the time of any such determination, for
any reason, no such spot rate is being quoted, the Administrative Agent may
use any reasonable method it deems appropriate to determine such rate, and such determination
shall be conclusive absent manifest error.



11









 





          “Excluded Subsidiary”: collectively (a) FMCC and each Subsidiary thereof, (b) Ford
Motor Land Development Corporation, a Delaware corporation, and each Subsidiary thereof, (c) any
Subsidiary that is prohibited by any applicable Requirement of Law from guaranteeing the
Obligations, (d) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary and (e)
subject to Section 6.7(c), any Subsidiary that is a bona fide joint venture.



          “Existing Letters of Credit”: as defined in Section 3.9.



          “Existing Notes”: the senior unsecured notes of the Company issued pursuant to the
Existing Notes Indentures.



          “Existing Notes Indentures”: collectively, (a) the Indenture, dated as of February
15, 1992, between the Company and The Bank of New York, as trustee, and (b) the Indenture, dated as
of January 30, 2002, between the Company and The Bank of New York (as successor trustee to JPMorgan
Chase Bank), as trustee.



          “Extending Lender”: as defined in Section 2.33.



          “Facility”: each of (a) the Term Commitments and the Term Loans made thereunder (the
“Term Facility”), (b) the Domestic Revolving Commitments and the extensions of credit made
thereunder (the “Domestic Revolving Facility”), (c) the Canadian Revolving Commitments and
the extensions of credit made thereunder (the “Canadian Revolving Facility”), (d) the
Multicurrency Revolving Facility and extensions of credit made thereunder (the “Multicurrency
Revolving Facility”), (e) any New Local Facility, (f) the Incremental Revolving Commitments
(other than any Revolving Commitment Increase) and the extensions of credit thereunder as provided
in any Incremental Revolving Loan Activation Notice (each, an “Incremental Revolving
Facility” and together with the Domestic Revolving Facility, the Canadian Revolving Facility,
the Multicurrency Revolving Facility and any New Local Facility, the “Revolving Facilities”
and each a “Revolving Facility”) and (g) the Incremental Term Loan Commitments and the
Incremental Term Loans related thereto as provided in any Incremental Term Loan Activation Notice
(each, an “Incremental Term Loan Facility” and together with the Incremental Revolving
Facility, the “Incremental Facilities”).



          “Facility Fee Rate”: (a) until delivery of financial statements for the first full
fiscal quarter of the Company completed after the Closing Date pursuant to Section 6.1, 0.50% per
annum and (b) thereafter, the rate per annum set forth under the relevant column heading in the
Pricing Grid.



          “Facility Rating”: as of any date, the credit rating by Moody’s or S&P, as
applicable, for the Facility.



          “Federal Funds Effective Rate”: for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by JPMorgan Chase Bank, N.A. from three
federal funds brokers of recognized standing selected by it.



          “Fee Payment Date”: (a) the 15th day of each March, June, September and
December (or, if any such day is not a Business Day, the next succeeding Business Day) and (b) the
last day of the final Fee Payment Period.



12









 





          “Fee Payment Period”: initially the period from and including the Closing Date to but
excluding the initial Fee Payment Date, and thereafter each period commencing on and including a
Fee Payment Date to but excluding the succeeding Fee Payment Date (except that the final Fee
Payment Period shall end on the date on which all Revolving Commitments have terminated and the
Revolving Extensions of Credit have been reduced to zero).



          “Fitch”: Fitch Investors Service, L.P. and its successors.



          “Fixed Rate Loan”: a Competitive Loan bearing interest at a fixed rate per annum
specified by the Revolving Lender making such Loan in its related Competitive Bid.



          “FMCC”: Ford Motor Credit Company, a Delaware corporation.



          “Ford Argentina”: Ford Argentina S.C.A., a company organized under the laws of
Argentina.



          “Ford Canada”: Ford Motor Company of Canada, Limited, a company organized under the
laws of Ontario.



          “Ford Mexico”: Ford Motor Company S.A. de C.V., a company organized under the laws of
Mexico.



          “Ford South Africa”: Ford Motor Company of Southern Africa (Pty), a company organized
under the laws of South Africa.



          “Foreign Subsidiary”: any Subsidiary of the Company that is not a Domestic
Subsidiary.



          “Foreign Subsidiary Borrower”: any Subsidiary Borrower that is not a Domestic
Subsidiary.



          “Funded Debt”: all Debt having a maturity of more than 12 months from the date of the
most recent balance sheet of the Company and its consolidated Subsidiaries or having a maturity of
less than 12 months but by its terms being renewable or extendible beyond 12 months from the date
of such balance sheet at the option of the borrower thereof.



          “Funding Office”: the office of the Administrative Agent specified in Section 10.2 or
such other office as may be specified from time to time by the Administrative Agent as its funding
office with respect to any Facility or Facilities by written notice to the Company and the Lenders.



          “GAAP”: generally accepted accounting principles in the United States as in effect
from time to time. In the event that any “Accounting Change” (as defined below) shall occur and
such change results in a change in the method of calculation of covenants, the Borrowing Base,
standards or terms in this Agreement, then the Company and the Administrative Agent agree to enter
into negotiations in order to amend such provisions of this Agreement so as to reflect equitably
such Accounting Changes with the desired result that the criteria for evaluating the Company’s
financial condition and the Borrowing Base shall be the same after such Accounting Changes as if
such Accounting Changes had not been made. Until such time as such an amendment shall have been
executed and delivered by the Company, the
Administrative Agent and the Required Lenders, all covenants, the Borrowing Base, standards
and terms in this Agreement shall continue to be calculated or construed as if such Accounting
Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required
by the promulgation



13









 







of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if applicable, the
SEC.



          “Governmental Authority”: any federal, state, provincial, municipal or other
governmental department, commission, board, bureau, agency or instrumentality, or any federal,
state or municipal court, in each case whether of the United States or foreign.



          “Grupo Ford”: Grupo Ford S. de R.L. de C.V., a company organized under the laws of
Mexico.



          “Guarantee”: the Guarantee Agreement to be executed and delivered by the Company and
each Subsidiary Guarantor, substantially in the form of Exhibit C.



          “Guarantee Obligation”: shall mean, as to any Person, any obligation of such Person
guaranteeing any Indebtedness of any other Person.



          “Incremental Lender”: any Lender designated by the Company or, with the consent of
the Company, the Administrative Agent and, in the case of a Revolving Commitment Increase with
respect to the Domestic Revolving Facility, each Material Swingline Lender and Material Issuing
Bank at such time (such consents not to be unreasonably withheld), any other bank, financial
institution or other Person which becomes a signatory to an Incremental Term Loan Activation Notice
or to an Incremental Revolving Loan Activation Notice, as the case may be, and each Lender which
has made, or acquired pursuant to an assignment made in accordance with Section 10.6, an
Incremental Term Loan or an Incremental Revolving Commitment, as the case may be.



          “Incremental Revolving Commitment”: as to each Incremental Lender, in respect of any
Revolving Commitment Increase or Incremental Revolving Facility, the obligation of such Incremental
Lender on and after the applicable Revolving Commitment Increase Date or Incremental Revolving Loan
Closing Date to make Incremental Revolving Loans under the relevant Revolving Facility in a
principal amount equal to the amount set forth under the heading “Incremental Revolving Commitment”
opposite such Incremental Lender’s name on the applicable Incremental Revolving Loan Activation
Notice.



          “Incremental Revolving Facility”: as defined in the definition of the term
“Facility.”



          “Incremental Revolving Loan Activation Notice”: a notice substantially in the form of
Exhibit L.



          “Incremental Revolving Loan Closing Date”: as to any Incremental Revolving Facility,
the date (which shall be a Business Day) specified in the related Incremental Revolving Loan
Activation Notice as the first date on which Incremental Revolving Loans will be made available
thereunder.



          “Incremental Revolving Loan Maturity Date”: as to any Incremental Revolving Facility,
the maturity date specified in the Incremental Revolving Loan Activation Notice relating thereto.



          “Incremental Revolving Loans”: as defined in Section 2.32(b).



          “Incremental Term Loan Activation Notice”: a notice substantially in the form of
Exhibit M.



          “Incremental Term Loan Commitment”: as to each Incremental Lender, in respect of any
Incremental Term Loan Facility, the obligation of such Incremental Lender on and after the
applicable



14









 







Incremental Term Loan Closing Date to make Incremental Term Loans hereunder in a
principal amount equal to the amount set forth under the heading “Incremental Term Loan Commitment”
opposite such Incremental Lender’s name on the applicable Incremental Term Loan Activation Notice.



          “Incremental Term Loan Closing Date”: as to any Incremental Term Loan Facility, the
date (which shall be a Business Day) specified in the related Incremental Term Loan Activation
Notice as the first date on which Incremental Term Loans will be made available thereunder.



          “Incremental Term Loan Facility”: as defined in the definition of the term
“Facility.”



          “Incremental Term Loan Maturity Date”: as to any Incremental Term Loan Facility, the
maturity date specified in the related Incremental Term Loan Activation Notice.



          “Incremental Term Loans”: as defined in Section 2.31(b).



          “Indebtedness”: of any Person at any date, all indebtedness of such Person for
borrowed money.



          “Index Debt”: senior, unsecured, long-term Indebtedness of the Company.



          “Initial Subsidiary Guarantor”: each Domestic Subsidiary listed on Schedule 1.1D.



          “Intellectual Property”: the collective reference to all rights, priorities and
privileges with respect to intellectual property, whether arising under United States,
multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents,
patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights
to sue at law or in equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.



          “Interest Payment Date”: (a) as to any ABR Loan (other than any Swingline Loan) or
Canadian Base Rate Loan, the 15th day of each March, June, September and December to
occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any
Eurocurrency Loan, Eurocurrency Competitive Loan having an Interest Period of three months or less
or any Money Market Rate Loan, the last day of such Interest Period, (c) as to any Eurocurrency
Loan or Eurocurrency Competitive Loan having an Interest Period longer than three months, each day
that is three months, or a whole multiple thereof, after the first day of such Interest Period and
the last day of such Interest Period, (d) as to any Fixed Rate Loan, the maturity date of such Loan
and (e) as to any Loan (other than any Revolving Loan that is an ABR Loan but including any
Swingline Loan that is an ABR Loan), the date of any repayment or prepayment made in respect
thereof.



          “Interest Period”: (a) as to any Eurocurrency Loan or Eurocurrency Competitive Loan,
(i) initially, the period commencing on the borrowing or conversion date, as the case may be, with
respect to such Loan and ending one, two, three or six (or, if agreed to by all Lenders under the
relevant Facility, nine or twelve) months (or, in the case of any Eurocurrency Competitive Loan,
one, two or three weeks) thereafter, as selected by the Company or relevant Subsidiary Borrower in
its notice of borrowing, Competitive Bid Request or notice of conversion, as the case may be, given
with respect thereto; and (ii) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Loan and ending one, two, three or six (or, if agreed
to by all Lenders under the relevant Facility, nine or twelve) months thereafter, as selected by
the Company or relevant Subsidiary Borrower by
irrevocable notice to the Administrative Agent not later than 12:00 Noon, New York City time,
on the date that is three Business Days prior to the last day of the then current Interest Period
with respect



15









 







thereto, (b) as to any Money Market Rate Loan, the period commencing on the date of
such Money Market Rate Loan, and ending on a date agreed upon by the Company or the relevant
Domestic Subsidiary Borrower and the Swingline Lender which is at least one and not more than 10
Business Days after the making of such Money Market Rate Loan and (c) with respect to a Fixed Rate
Loan, the period (which shall be not less than seven days or more than 360 days) commencing on the
Borrowing Date thereof and ending on the date specified in the applicable Competitive Bid
Accept/Reject Letter; provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:




     (A) if any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless, in the
case of Revolving Loans, Term Loans or Eurocurrency Competitive Loans, the result of such
extension would be to carry such Interest Period into another calendar month in which event
such Interest Period shall end on the immediately preceding Business Day;




     (B) the Company or relevant Subsidiary Borrower may not select an Interest Period under
a particular Facility that would extend beyond the Revolving Termination Date then in effect
or beyond the date final payment is due on the Term Loans, as the case may be; and




     (C) in the case of Revolving Loans, Term Loans or Eurocurrency Competitive Loans, any
Interest Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of a calendar month.



          “Issuing Lender”: each Lender or any Applicable Lending Office thereof that has an
L/C Commitment, in the capacity as issuer of any Letter of Credit.



          “Jaguar”: Jaguar Limited, a company organized under the laws of England.



          “Jaguar Trade Name”: all Trademarks owned by the Company and its Subsidiaries
consisting of or containing “Jaguar” or any variation or simulation thereof.



          “judgment currency”: as defined in Section 10.13.



          “Land Rover”: Land Rover, a company organized under the laws of England.



          “Land Rover Holdings”: Land Rover Holdings, a company organized under the laws of
England.



          “Land Rover Trade Name”: all Trademarks owned by the Company and its Subsidiaries
consisting of or containing “Land Rover” or any variation or simulation thereof.



          “L/C Commitment”: as to any Lender (or Applicable Lending Office thereof), the
obligation of such Person to issue Letters of Credit pursuant to Section 3 (including any Existing
Letters of Credit issued by such Lender) in an aggregate Outstanding Amount at any time not to
exceed the amount set forth under the heading “L/C Commitment” opposite such Person’s name on
Schedule 1.1A, as the same may be changed from time to time pursuant to Section 3.11.



          “L/C Obligations”: at any time, the Dollar Equivalent of the aggregate Outstanding
Amount of all Letters of Credit.



16









 





          “L/C Participants”: the collective reference to all the Domestic Revolving Lenders
(other than any Issuing Lender).



          “L/C Sublimit”: $2,000,000,000; provided that, from time to time, the Company
may increase the L/C Sublimit by notice to the Administrative Agent.



          “Lenders”: as defined in the preamble hereto; provided, that unless the
context otherwise requires, each reference herein to the Lenders shall be deemed to include any
Conduit Lender.



          “Letter of Credit”: as defined in Section 3.1(a).



          “Letter of Credit Fee”: as defined in Section 3.3.



          “Lien”: any mortgage, pledge, lien, security interest, charge, statutory deemed
trust, conditional sale or other title retention agreement or other similar encumbrance.



          “Loan”: any loan made by any Lender pursuant to this Agreement (including any
Acceptance).



          “Loan Documents”: this Agreement, the Security Documents, the Guarantee, the
Collateral Trust Agreement, the Notes, each Joinder Agreement and any amendment, waiver, supplement
or other modification to any of the foregoing.



          “Loan Parties”: the Company, each Subsidiary Borrower and each Subsidiary Guarantor.



          “Local Facility Amendment”: as defined in Section 2.30.



          “Majority Facility Lenders”: with respect to any Facility, the holders of more than
50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Commitments,
as the case may be, outstanding under such Facility (or, in the case of any Revolving Facility, at
any time after all of the Revolving Commitments thereunder shall have expired or terminated, the
holders of more than 50% of the Total Revolving Extensions of Credit thereunder).



          “Majority Revolving Lenders”: the holders of more than 50% of the aggregate amount of
the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired
or terminated, the holders of more than 50% of the Total Revolving Extensions of Credit).



          “Mandatory Prepayment”: the prepayment of outstanding Term Loans (including any
Incremental Term Loans) and term loans under any Permitted Additional Senior Facilities, together
with an offer to repurchase any outstanding Permitted Additional Notes (to the extent required by
the terms thereof), on a pro rata basis according to the Outstanding Amounts
thereof at the time of such prepayment and offer to repurchase.



          “Manufacturing Subsidiary”: a Subsidiary of the Company which owns or leases a
Principal Domestic Manufacturing Property.



          “Margin”: as to any Eurocurrency Competitive Loan, the margin to be added (or
subtracted) from the Eurocurrency Base Rate to determine the rate of interest applicable to such
Loan, as specified in the Competitive Bid relating to such Loan.



17









 





          “Material Adverse Effect”: a material adverse effect on (a) the financial condition
of the Company and its Subsidiaries taken as a whole or (b) the validity and enforceability of this
Agreement or any of the other Loan Documents or the rights and remedies of the Administrative
Agent, the Collateral Trustee and the Lenders hereunder or thereunder.



          “Material Guarantee”: a Guarantee Obligation with an Outstanding Amount in excess of
$100,000,000 in respect of Indebtedness having an aggregate Outstanding Amount in excess of
$100,000,000.



          “Material Issuing Lender”: any Issuing Lender with an L/C Commitment of $250,000,000
or more.



          “Material Swingline Lender”: any Swingline Lender with a Swingline Commitment of
$250,000,000 or more.



          “Material Unsecured Indebtedness”: (a) any Existing Notes and (b) any unsecured
Indebtedness or preferred Capital Stock of the Company having an aggregate Outstanding Amount or
liquidation preference, as the case may be, in excess of $250,000,000.



          “Money Market Rate”: for any day, a fixed rate per annum as agreed between any
Swingline Lender and the Company pursuant to Section 2.12.



          “Money Market Rate Loans”: Swingline Loans the rate of interest applicable to which is
based upon the Money Market Rate.



          “Moody’s”: Moody’s Investors Service, Inc. and its successors.



          “Mortgaged Property”: each property listed on Schedule 1.1E, as to which the
Collateral Trustee for the benefit of the Secured Parties shall be granted a Lien pursuant to the
Mortgages.



          “Mortgages”: each of the mortgages and deeds of trust made by the Company or any
Subsidiary Guarantor in favor of, or for the benefit of, the Collateral Trustee for the benefit of
the Secured Parties, substantially in the form of Exhibit E (with such changes thereto as the
Company and the Administrative Agent reasonably agree are advisable under the law of the
jurisdiction in which such mortgage or deed of trust is to be recorded).



          “Multicurrency Revolving Commitment”: as to any Lender, the obligation of such
Lender, if any, to make Multicurrency Revolving Loans in an aggregate principal not to exceed the
amount set forth under the heading “Multicurrency Revolving Commitment” opposite such Lender’s name
on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to the terms hereof.



          “Multicurrency Revolving Commitment Period”: the period from and including the
Closing Date to the Revolving Termination Date.



          “Multicurrency Revolving Extensions of Credit”: as to any Multicurrency Revolving
Lender at any time, an amount equal to the Dollar Equivalent of the aggregate principal amount of
all Multicurrency Revolving Loans held by such Lender then outstanding.



          “Multicurrency Revolving Lender”: each Lender that has a Multicurrency Revolving
Commitment or that holds Multicurrency Revolving Loans.



18









 





          “Multicurrency Revolving Loans”: as defined in Section 2.6(a).



          “Multicurrency Revolving Percentage”: as to any Multicurrency Revolving Lender at any
time, the percentage which such Lender’s Multicurrency Revolving Commitment then constitutes of the
Total Multicurrency Revolving Commitments or, at any time after all of the Multicurrency Revolving
Commitments shall have expired or terminated, the percentage which the aggregate principal amount
of such Lender’s Multicurrency Revolving Extensions of Credit then outstanding constitutes of the
Total Multicurrency Revolving Extensions of Credit then outstanding.



          “Net Book Value”: with respect to any asset of any Person (a) other than accounts
receivable, the gross book value of such asset on the balance sheet of such Person, minus
depreciation in respect of such asset on such balance sheet and (b) with respect to accounts
receivable, the gross book value thereof, minus any specific reserves attributable thereto.



          “Net Cash Proceeds”: (a) the gross cash proceeds (including payments from time to
time in respect of installment obligations, if applicable, and cash equivalents) received
less (b) the sum of:




          (i) the amount, if any, of all taxes paid or estimated to be payable by the Company or
any Subsidiary or affiliate thereof in connection with such transaction,




          (ii) the amount of any reasonable reserve established in accordance with GAAP against
any liabilities (other than any taxes deducted pursuant to clause (i) above) (A) associated
with the assets that are the subject of such transaction and (B) retained by the Company or
any Subsidiary or affiliate thereof,




          (iii) the amount of any indebtedness secured by a Lien on the assets that are the
subject of the transaction to the extent that the instrument creating or evidencing such
indebtedness requires that such indebtedness be repaid upon consummation of such transaction
(but excluding Indebtedness referred to in the definition of “Mandatory Prepayment”), and




          (iv) fees and expenses attributable to the transaction.



          “New Local Facility”: as defined in Section 2.30.



          “New Local Facility Lender”: as defined in Section 2.30.



          “Non-Acceptance Canadian Lender”: as defined in Section 2.10(i).



          “Non-Excluded Taxes”: as defined in Section 2.26(a).



          “Non-Extending Lender”: as defined in Section 2.33.



          “Non-U.S. Lender”: as defined in Section 2.26(d).



          “Notes”: the collective reference to any promissory note evidencing Loans.



          “Notice of Acceleration”: as defined in the Collateral Trust Agreement.



          “Obligations”: the Credit Agreement Obligations as defined in the Collateral Trust
Agreement.



19









 





          “Optional Currency”: at any time, Euro, Pounds Sterling, Swedish Kroner and such
other currencies which are freely convertible into Dollars and are freely traded and available in
the London interbank eurocurrency market with the consent of the Administrative Agent and the
Majority Facility Lenders under the Multicurrency Revolving Facility (or, in the case of Letters of
Credit, the applicable Issuing Lender).



          “Original currency”: as defined in Section 10.13.



          “Other Principal Trade Names”: each of the trademarks listed under the heading “Other
Principal Trade Names” on Schedule 1.1F and all other Trademarks consisting of or containing any of
the trademarks listed under the heading “Other Principal Trade Names” on Schedule 1.1F or any
variation or simulation thereof.



          “Other Taxes”: any and all present or future stamp or documentary taxes and any other
excise or property, intangible or mortgage recording taxes, charges or similar levies arising from
any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



          “Outstanding Amount”: (a) with respect to Indebtedness, the aggregate outstanding
principal amount thereof, (b) with respect to banker’s acceptances, letters of credit or letters of
guarantee, the aggregate undrawn, unexpired face amount thereof plus the aggregate
unreimbursed drawn amount thereof, (c) with respect to hedging obligations, the aggregate amount
recorded by the Company or any Subsidiary as its termination liability thereunder, (d) with respect
to cash management obligations or guarantees, the aggregate maximum amount thereof (i) that the
relevant cash management provider is entitled to assert as such as agreed from time to time by the
Company or any Subsidiary and such provider or (ii) the principal amount of the Indebtedness being
guaranteed or, if less, the maximum amount of such guarantee set forth in the relevant guarantee
and (e) with respect to any other obligations, the aggregate outstanding amount thereof.



          “Participant”: as defined in Section 10.6(c).



          “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A
of Title IV of ERISA (or any successor).



          “PDMP”: “Principal Domestic Manufacturing Property” as defined in the Existing Notes
Indentures.



          “PDMP Ratio”: at any time, the ratio of (a) the Borrowing Base Amount of all Eligible
PDMP PP&E at such time to (b) the Net Book Value of all PDMP included in the Collateral at such
time.



          “Permitted Additional Notes”: notes or other Indebtedness (other than any Indebtedness
under Permitted Additional Senior Facilities) issued (or guaranteed) by the Company (a) the terms
of which do not provide for any scheduled repayment or mandatory redemption prior to the date that
is one year after the Term Loan Maturity Date as in effect on the Closing Date (other than
customary offers to purchase upon a change of control, asset sale or event of loss and acceleration
rights after an event of default), (b) the covenants, events of default, guarantees and other terms
of which (other than interest rate, call features and redemption premiums), taken as a whole, are
not more restrictive to the Company than the terms of this Agreement; provided that a
certificate of a Responsible Officer of the Company is delivered to the Administrative Agent at
least five Business Days (or such shorter period as the Administrative Agent may reasonably agree)
prior to the incurrence of such Indebtedness, together with a description of the material terms and
conditions of such Indebtedness or drafts of the documentation



20









 







relating thereto, stating that the Company has determined in good faith that such terms and
conditions satisfy the foregoing requirement and such terms and conditions shall be deemed to
satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such
period that it disagrees with such determination (including a reasonable description of the basis
upon which it disagrees), (c) with respect to which, after giving effect to the incurrence and
application of proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.00 to 1.00 and (d)
such facility (or guarantee) has been designated as “Additional Notes Debt” pursuant to the
Collateral Trust Agreement.



          “Permitted Additional Senior Facilities”: additional term loan or revolving credit
facilities of (or guaranteed by) by the Company and any Indebtedness incurred (or other extensions
of credit made) thereunder satisfying the conditions set forth in Section 2.31 or Section 2.32 with
respect to the establishment of an Incremental Term Loan Facility or an Incremental Revolving
Facility, as applicable; provided that (a) a certificate of a Responsible Officer of the
Company is delivered to the Administrative Agent at least five Business Days (or such shorter
period as the Administrative Agent may reasonably agree) prior to the establishment of such
facility, together with a description of the material terms and conditions thereof or drafts of the
documentation relating thereto, stating that the Company has determined in good faith that such
terms and conditions satisfy the foregoing requirement and such terms and conditions shall be
deemed to satisfy the foregoing requirement unless the Administrative Agent notifies the Company
within such period that it disagrees with such determination (including a reasonable description of
the basis upon which it disagrees), (b) such facility is established pursuant to a separate
agreement or instrument with the lenders thereof and (c) that has been designated as “Additional
Credit Agreement Debt” pursuant to the Collateral Trust Agreement.



          “Permitted First Lien Non-Loan Exposure”: Designated Hedging Obligations, Designated
Cash Management Obligations, reimbursement obligations in respect of letters of credit and bank
guarantees, guarantees provided by the Company or a Subsidiary Guarantor (including in respect of
Indebtedness) and other obligations of the Company or a Subsidiary Guarantor that do not constitute
Indebtedness that have been designated by the Company pursuant to the terms of the Collateral Trust
Agreement as “Permitted First Lien Non-Loan Exposure”; provided that after giving
pro forma effect to such designation and any application of the proceeds thereof
the Borrowing Base Coverage Ratio is at least 1.00 to 1.00; provided, further, that
the aggregate Outstanding Amount of Permitted First Lien Non-Loan Exposure shall not exceed
$1,500,000,000 at any time.



          “Permitted Holders”: holders of the Company’s Class B Stock on the Closing Date and
other holders of such Capital Stock from time to time; provided that such holders satisfy
the qualifications set forth in clauses (i) through (vii) of subsection 2.2 of Article Fourth of
the Company’s Restated Certificate of Incorporation as in effect on the Closing Date.



          “Permitted Liens” means:




     (a) Liens for taxes, assessments, governmental charges and utility charges, in each
case that are not yet subject to penalties for non-payment or that are being contested in
good faith by appropriate proceedings; provided that adequate reserves with respect
thereto are maintained on the books of the Company in conformity with GAAP;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or
other like Liens arising in the ordinary course of business;




     (c) permits, servitudes, licenses, easements, rights-of-way, restrictions and other
similar encumbrances imposed by applicable law or incurred in the ordinary course of
business or



21









 







minor imperfections in title to real property that do not in the aggregate materially
interfere with the ordinary conduct of the business of the Company and its Subsidiaries
taken as a whole;




     (d) leases, licenses, subleases or sublicenses of assets (including, without
limitation, real property and intellectual property rights) granted to others that do not in
the aggregate materially interfere with the ordinary conduct of the business of the Company
and its Subsidiaries taken as a whole and licenses of trademarks and intellectual property
rights in the ordinary course of business;




     (e) pledges or deposits made in the ordinary course of business or statutory Liens
imposed in connection with worker’s compensation, unemployment insurance or other types of
social security or pension benefits or Liens incurred or pledges or deposits made to secure
the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed
money), statutory obligations, and surety, appeal, customs or performance bonds and similar
obligations, or deposits as security for contested taxes or import or customs duties or for
the payment of rent, in each case incurred in the ordinary course of business;




     (f) Liens arising from UCC financing statement filings (or similar filings) regarding
or otherwise arising under leases entered into by the Company or any of its Subsidiaries or
in connection with sales of accounts, payment intangibles, chattel paper or instruments;




     (g) purchase money Liens on property (other than shares of Capital Stock or
Indebtedness) existing at the time of acquisition (including acquisition through
amalgamation, merger or consolidation) or to secure the payment of 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 of such property for the purpose of financing all or any part of
the purchase price thereof or to secure Indebtedness provided, or guaranteed, by a
Governmental Authority to finance research and development, limited in each case to the
property purchased (or developed) with the proceeds thereof;




     (h) Liens in existence on the Closing Date; provided that no such Lien is
spread to cover any additional property after the Closing Date and that the amount of
Indebtedness secured thereby is not increased (except as otherwise permitted by this
Agreement);




     (i) Liens on property or Capital Stock of a Person at the time such Person becomes a
Subsidiary; provided however, that such Liens are not created, incurred or
assumed in connection with, or in contemplation of, such other Person becoming a Subsidiary;
provided further, however, that any such Lien may not extend to any
other property owned by the Company or any Subsidiary;




     (j) Liens on property at the time the Company or a Subsidiary acquires the property,
including any acquisition by means of a merger or consolidation with or into the Company or
any Subsidiary; provided, however, that such Liens are not created, incurred
or assumed in connection with, or in contemplation of, such acquisition; provided
further, however, that such Liens may not extend to any other property owned
by the Company or any Subsidiary;




     (k) any Lien securing the renewal, refinancing, replacing, refunding, amendment,
extension or modification, as a whole or in part, of any indebtedness secured by any Lien
permitted by clause (g), (h), (i), (j), (o), (p) and (x) of this definition or this
paragraph (k) without any change in the assets subject to such Lien;



22









 






     (l) any Lien arising out of claims under a judgment or award rendered or claim filed so
long as such judgments, awards or claims do not constitute an Event of Default;




     (m) any Lien consisting of rights reserved to or vested in any Governmental Authority
by any statutory provision;




     (n) Liens created in the ordinary course of business in favor of banks and other
financial institutions over credit balances of any bank accounts held at such banks or
financial institutions or over investment property held in a securities account, as the case
may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in
respect of such bank accounts or securities accounts in the ordinary course of business;




     (o) Liens created pursuant to (and Liens permitted by) the Collateral Trust Agreement
and the Security Documents (other than in respect of Permitted Second Lien Debt and
including, for the avoidance of doubt, Permitted First Lien Non-Loan Exposure);
provided that (except as provided in clause (y) below) the aggregate Outstanding
Amount of Incremental Facilities and any Revolving Commitment Increase (including unused
commitments under any Incremental Revolving Facility or Revolving Commitment Increase),
Permitted Additional Senior Facilities (including any unused commitments thereunder) and
Permitted Additional Notes at any time shall not exceed $2,000,000,000; provided,
further that (x) in the case of any Incremental Facilities, Revolving Commitment
Increases, Permitted Additional Senior Facilities and/or Permitted Additional Notes either
(A) the Mazda Shares owned by the Company as of the Closing Date shall have been pledged to
the Collateral Trustee, for the benefit of the Secured Parties, as Collateral or (B) the
aggregate Outstanding Amount of any such Incremental Facilities and any such Revolving
Commitment Increase (including unused commitments under any Incremental Revolving Facility
or Revolving Commitment Increase), Permitted Additional Senior Facilities (including any
unused commitments thereunder) and Permitted Additional Notes shall not exceed the sum of
(1) the aggregate principal amount of Term Loans optionally repaid since the Closing Date or
that are paid at maturity (including in connection with any refinancing thereof with the
proceeds of additional Incremental Facilities, Revolving Commitment Increases, Permitted
Additional Senior Facilities or Permitted Additional Notes), plus (2) the aggregate
amount of Revolving Commitments in effect on the Closing Date (plus any increases in
the Revolving Commitments occurring after the Closing Date, which, together with the
Revolving Commitments in effect on the Closing Date, do not exceed $11,485,000,000) that
have been terminated or have expired since the Closing Date (including in connection with
any refinancing thereof with an Incremental Revolving Facility or Revolving Commitment
Increase, but net of the amount of any increase pursuant to clause (y)) and (y)
notwithstanding the limitations set forth in the foregoing clause (x), additional
Incremental Revolving Facilities and Revolving Commitment Increases may be established (and
extensions of credit made thereunder) in an amount not to exceed the aggregate amount of
Revolving Commitments in effect on the Closing Date (plus any increases in the
Revolving Commitments occurring after the Closing Date, which, together with the Revolving
Commitments in effect on the Closing Date, do not exceed $11,485,000,000), that have been
terminated or have expired since the Closing Date (reduced by any portion thereof allocated
to increase the basket in clause (x));




     (p) Liens securing Permitted Second Lien Debt;




     (q) Liens in favor of lessors pursuant to sale and leaseback transactions to the extent
the Disposition of the assets subject to any such sale and leaseback transaction is
permitted under this Agreement;



23









 






     (r) Liens securing Indebtedness or other obligations of a Subsidiary owing to the
Company or a Subsidiary Guarantor;




     (s) Liens under industrial revenue, municipal or similar bonds;




     (t) Liens on securities accounts (other than Liens to secure Indebtedness);




     (u) statutory Liens incurred or pledges or deposits made in favor of a Governmental
Authority to secure the performance of obligations of the Company or any of its Subsidiaries
under Environmental Laws to which any assets of the Company or any such Subsidiaries are
subject;




     (v) a Lien granted by the Company or any of its Subsidiaries to a landlord to secure
the payment of arrears of rent in respect of leased properties in the Province of Quebec
leased from such landlord, provided that such Lien is limited to the assets located at or
about such leased properties;




     (w) servicing agreements, development agreements, site plan agreements and other
agreements with Governmental Authorities pertaining to the use or development of any of the
property and assets of the Company consisting of real property, provided same are
complied with; and




     (x) Liens not otherwise permitted by the foregoing clauses securing obligations or
other liabilities of the Company or any Guarantor; provided that the Outstanding
Amount of all such obligations and liabilities shall not exceed $500,000,000 at any time.



          “Permitted Refinancing”: any Indebtedness (or preferred Capital Stock, as the case
may be) issued in exchange for, or the net proceeds of which are used to extend, refinance, renew,
replace, defease or refund other Indebtedness (or preferred Capital Stock, as the case may be);
provided that:



          (a) the principal amount (or accreted value, if applicable) of such Indebtedness (or preferred
Capital Stock, as the case may be) does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness (or preferred Capital Stock, as the case may be) so extended,
refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the
amount of all fees, expenses and premiums incurred in connection therewith);



          (b) such Indebtedness (or preferred Capital Stock, as the case may be) has a final maturity
date later than the final maturity date of, and has a weighted average life to maturity equal to or
greater than the weighted average life to maturity of, the Indebtedness (or preferred Capital
Stock, as the case may be) being extended, refinanced, renewed, replaced, defeased or refunded; and



          (c) the terms of such Indebtedness (or preferred Capital Stock, as the case may be), taken as
a whole, are not more restrictive to the applicable obligor than the Indebtedness (or preferred
Capital Stock, as the case may be) being extended, refinanced, renewed, replaced, defeased or
refunded (other than with respect to interest rates, fees, liquidation preferences, premiums and no
call periods).



          “Permitted Second Lien Debt”: Indebtedness of the Company or any Subsidiary that (a)
has been designated “Second Priority Additional Debt” pursuant to the Collateral Trust Agreement,
(b) is on terms, taken as a whole, that are not more restrictive to the Company than the terms of
this Agreement (other than in respect respect of interest rates, fees, call features or premiums);
provided that a certificate of a Responsible Officer of the Company is delivered to the
Administrative Agent at least five Business



24









 







Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the
incurrence of such Indebtedness, together with a description of the material terms and conditions
of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has
determined in good faith that such terms and conditions satisfy the foregoing requirement and such
terms and conditions shall be deemed to satisfy the foregoing requirement unless the Administrative
Agent notifies the Company within such period that it disagrees with such determination (including
a reasonable description of the basis upon which it disagrees) and (c) has a final maturity date no
earlier than six months after the later of (i) the maturity date of any Term Loans (including any
Incremental Term Loans) outstanding at such time and (ii) the maturity date of any Permitted
Additional Notes outstanding at such time; provided that the Outstanding Amount thereof
shall not exceed $4,000,000,000 at any time.



          “Person”: an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.



          “Plan”: at a particular time, any employee pension benefit plan (other than
a multiemployer plan as defined in Section 4001(a)(3) of ERISA) that is subject to the provisions
of Title IV of ERISA or Section 412 of the Code and in respect of which the Company or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.



          “Pounds Sterling” and “£: the lawful money of the United Kingdom.



          “Pricing Grid”: as set forth on Schedule 1.1G.



          “Prime Rate”: the rate of interest per annum publicly announced from time to time by
JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the
Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank,
N.A. in connection with extensions of credit to borrowers).



          “Principal Domestic Manufacturing Property”: any plant in the United States owned or
leased by the Company or any Subsidiary of the Company, the gross book value (without deduction of
any depreciation reserves) of which on the date as of which the determination is being made exceeds
0.5% of Consolidated Net Automotive Tangible Assets and more than 75% of the total production
measured by value (as determined by any two of the following: the Chairman of the Board of the
Company, its President, any Executive Vice President of the Company, any Group Vice President of
the Company, any Vice President of the Company, its Treasurer or its Controller) of which in the
last fiscal year prior to said date (or such lesser period prior thereto as the plant shall have
been in operation) consisted of one or more of the following: cars or trucks or related parts and
accessories or materials for any of the foregoing. In the case of a plant not yet in operation or
of a plant newly converted to the production of a different item or items, the total production of
such plant and the composition of such production for purposes of this definition shall be deemed
to be the Company’s best estimate (determined as aforesaid) of what the actual total production of
such plant and the composition of such production will be in the 12 months following the date as of
which the determination is being made.



          “Principal Trade Names”: each of the trademarks listed under the heading “Principal
Trade Names” on Schedule 1.1F and all other Trademarks consisting of or containing any of the
trademarks listed under the heading “Principal Trade Names” on Schedule 1.1F or any variation or
simulation thereof.



25









 





          “Qualifying Canadian Lender”: a Person or such Person’s Applicable Lending Office
that is either (a) (i) not a non-resident of Canada for purposes of the Income Tax Act (Canada), or
(ii) an authorized foreign bank deemed to be resident in Canada for purposes of Part XIII of the
Income Tax Act (Canada) in respect of all amounts paid or credited to such Person with respect to
the Canadian Revolving Extensions of Credit to any Canadian Borrower, and which has provided to the
Company and each Canadian Borrower, upon request, a certificate certifying such status in (i) or
(ii) or (b) approved in writing by the Administrative Agent and the Company; provided that,
in respect of Loans made to the Company, such Person or its Applicable Lending Office for the
Company shall have the capacity to lend to the Company in Dollars, such that all payments from the
Company to such Person or its Applicable Lending Office for the Company shall be made free and
clear of withholding taxes.



          “Quotation Date”: in relation to any period for which the Eurocurrency Base Rate is
to be determined hereunder, the Business Day on which quotations would ordinarily be given by prime
banks in the London interbank market (or, if the Currency in relation to which such rate is
determined is Euro, the European interbank market) for deposits in the Currency in relation to
which such rate is to be determined for delivery on the first day of that period; provided
that, if for any such period quotations would ordinarily be given on more than one date, the
Quotation Date for that period shall be the last of those dates.



          “Refunded Swingline Loans”: as defined in Section 2.12.



          “Register”: as defined in Section 10.6(b).



          “Regulation U”: Regulation U of the Board as in effect from time to time.



          “Reimbursement Date”: as defined in Section 3.5



          “Reimbursement Obligation”: the obligation of the Company or the relevant Subsidiary
Borrower to reimburse an Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of
Credit.



          “Replaced Term Loan”: as defined in Section 10.1(c).



          “Replacement Term Loan”: as defined in Section 10.1(c).



          “Required Lenders”: at any time, Lenders with Aggregate Exposures constituting a
majority of the Aggregate Exposures of all Lenders.



          “Requirements of Law”: as to any Person, the Certificate of Incorporation and By-Laws
or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court of competent jurisdiction or other
Governmental Authority, in each case applicable to and binding upon such Person and any of its
property, and to which such Person and any of its property is subject.



          “Responsible Officer”: the chief executive officer, president, chief accounting
officer, chief financial officer, treasurer, assistant treasurer or, for purposes of Section 6.6
only, the secretary of the Company.



          “Restricted Payments”: as defined in Section 7.6.



26









 





          “Restricted Pledgee Group”: the collective reference to Ford Capital B.V., Ford
Espana S.A., Ford Automotive Holdings, Ford Deutschland Holding Gmbh, Grupo Ford, Ford Canada, Ford
Argentina and Ford South Africa, and each of their respective Subsidiaries (excluding any such
Subsidiaries that are bona fide joint ventures).



          “Revolving Commitment Increase”: as defined in Section 2.32.



          “Revolving Commitment Increase Date”: as to any Revolving Commitment Increase, the
date (which shall be a Business Day) specified in the related Incremental Revolving Loan Activation
Notice as the date on such Revolving Commitment Increase shall be effective.



          “Revolving Commitment Period”: with respect to any Lender, the period from and
including the Closing Date to the Revolving Termination Date applicable to such Lender.



          “Revolving Commitments”: the Domestic Revolving Commitments, the Canadian Revolving
Commitments and the Multicurrency Revolving Commitments. To the extent any Incremental Revolving
Facility or New Local Facility is established, the “Revolving Commitments” shall, to the extent
appropriate, include commitments under such Facilities.



          “Revolving Extensions of Credit”: the Domestic Revolving Extensions of Credit, the
Canadian Revolving Extensions of Credit and the Multicurrency Revolving Extensions of Credit. To
the extent any Incremental Revolving Facility or New Local Facility is established, “Revolving
Extensions of Credit” shall, to the extent appropriate, include the Outstanding Amount of any
extensions of credit under such Facilities.



          “Revolving Lenders”: Domestic Revolving Lenders, Canadian Revolving Lenders and
Multicurrency Revolving Lenders. To the extent any Incremental Revolving Facility or New Local
Facility is established, “Revolving Lenders” shall, to the extent appropriate, include any Lender
under such Facilities.



          “Revolving Loans”: Domestic Revolving Loans, Canadian Revolving Loans and
Multicurrency Revolving Loans. To the extent any Incremental Revolving Facility or New Local
Facility is established, “Revolving Loans” shall, to the extent appropriate, include Loans made
under such Facilities.



          “Revolving Note”: as defined in Section 2.24(i).



          “Revolving Obligations”: as defined in Section 10.7.



          “Revolving Percentage”: as to any Revolving Facility, the Domestic Revolving
Percentage, the Canadian Revolving Percentage or the Multicurrency Revolving Percentage, as
applicable. To the extent any Incremental Revolving Facility or New Local Facility is established,
the “Revolving Percentage” for such Facility shall be determined on a comparable basis.



          “Revolving Termination Date”: as to any Lender, initially December 15, 2011, as such
date for such Lender may be extended from time to time pursuant to Section 2.33.



          “S&P”: Standard & Poor’s Ratings Group and its successors.



          “Sale and Leaseback Transaction”: as defined in Section 7.9.



27









 





          “Schedule I Lender”: Canadian Revolving Lenders that are banks named in Schedule I to
the Bank Act (Canada).



          “Schedules II/III Reference Lenders”: Canadian Revolving Lenders that are banks named
in Schedule II or Schedule III to the Bank Act (Canada), and to be agreed between the Company and
the Administrative Agent.



          “SEC”: the Securities and Exchange Commission, any successor thereto and any
analogous Governmental Authority.



          “Secured Parties”: as defined in the Collateral Trust Agreement.



          “Security Agreement”: the Security Agreement to be executed and delivered by the
Company and each Subsidiary Guarantor, substantially in the form of Exhibit A.



          “Security Documents”: the collective reference to the Security Agreement, the
Mortgages, the Trademark Security Agreement and all other security documents hereafter delivered to
the Administrative Agent granting a Lien on any property of any Person to secure the Secured
Obligations (as defined in the Collateral Trust Agreement).



          “Significant Guarantor”: on any date of determination, each Subsidiary Guarantor (a)
whose total assets at the last day of the four fiscal quarters ending on the last day of the most
recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1
were equal to or greater than 10% of the sum of (i) the Consolidated Total Automotive Assets at
such date plus (ii) the equity value of the Capital Stock of FMCC owned, directly or
indirectly, by the Company as reflected in the most recent financial statements of FMCC delivered
pursuant to Section 6.2 or (b) for the purpose of any particular representation, covenant or
default in this Agreement, that, when combined with each other Subsidiary Guarantor that has
breached such representation or covenant or is the subject of such default, would constitute a
Significant Guarantor under the foregoing clause (a).



          “Specified Currency Loan”: means each Revolving Loan denominated in Kroner or any
other currency that is not a “Standard Specified Currency” as defined in the 2003 ISDA Credit
Derivatives Definitions published by the International Swaps and Derivatives Association, Inc.



          “Subsidiary”: with respect to any Person, any corporation, association, joint
venture, partnership, limited liability company or other business entity (whether now existing or
hereafter organized) of which at least a majority of the Voting Stock is, at the time as of which
any determination is being made, owned or controlled by such Person or one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person. Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company.



          “Subsidiary Borrower”: any Subsidiary that becomes a party hereto pursuant to Section
10.1(d) until such time as such Subsidiary Borrower is removed as a party hereto pursuant to
Section 10.1(d).



          “Subsidiary Guarantor”: each Initial Subsidiary Guarantor, each Additional Subsidiary
Guarantor and each other Subsidiary (including any joint venture) that becomes a party to the
Guarantee and Security Agreement after the Closing Date pursuant to Section 6.7 or otherwise.



28









 





          “Swingline Commitment”: as to any Lender, the obligation of such Lender (or its
Applicable Lending Office) to make Swingline Loans pursuant to Section 2.11 in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth under the heading
“Swingline Commitment” opposite such Lenders name on Schedule 1.1A, as the same may be changed from
time to time pursuant to Section 2.13.



          “Swingline Lender”: each Lender that has a Swingline Commitment, in its capacity as
the lender of Swingline Loans.



          “Swingline Loans”: as defined in Section 2.11.



          “Swingline Participation Amount”: as defined in Section 2.12.



          “Swingline Sublimit”: $2,000,000,000.



          “Syndication Agents”: as defined in the preamble hereto.



          “TARGET Day”: any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system is open for the settlement of payments in Euro.



          “Taxes” means any taxes, charges or assessments, including but not limited to income,
sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise,
license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar tax, charges
or assessments.



          “Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make a
Term Loan to the Company in a principal amount not to exceed the amount set forth under the heading
“Term Commitment” opposite such Lender’s name on Schedule 1.1A.



          “Term Lender”: each Lender that has a Term Commitment or holds a Term Loan. To the
extent any Incremental Term Loans are made hereunder, “Term Lenders” shall, to the extent
appropriate, include Incremental Lenders that hold Incremental Term Loans.



          “Term Loan Maturity Date”: December 15, 2013.



          “Term Loans”: as defined in Section 2.1. To the extent any Incremental Term Loans
are made hereunder, “Term Loans” shall, to the extent appropriate, include such Incremental Term
Loans.



          “Term Note”: as defined in Section 2.24(i).



          “Term Percentage”: as to any Term Lender at any time, the percentage which such
Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after
the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans
then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).



          “Third Quarter 2006 10-Q”: as defined in Section 4.1.



          “Total Available Revolving Commitments”: at any time, an amount equal to the excess,
if any, of (a) the Total Revolving Commitments then in effect, over (b) the Total Revolving
Extensions of Credit then outstanding.



29









 





          “Total Canadian Revolving Commitments”: at any time, the aggregate amount of the
Canadian Revolving Commitments then in effect.



          “Total Canadian Revolving Extensions of Credit”: at any time, the aggregate
Outstanding Amount of the Canadian Revolving Extensions of Credit of the Canadian Revolving Lenders
at such time.



          “Total Domestic Revolving Commitments”: at any time, the aggregate amount of the
Domestic Revolving Commitments then in effect.



          “Total Domestic Revolving Extensions of Credit”: at any time, the aggregate
Outstanding Amount of the Domestic Revolving Extensions of Credit of the Domestic Revolving Lenders
at such time.



          “Total Multicurrency Revolving Commitments”: at any time, the aggregate amount of the
Multicurrency Revolving Commitments then in effect.



          “Total Multicurrency Revolving Extensions of Credit”: at any time, the aggregate
Outstanding Amount of the Multicurrency Revolving Extensions of Credit of the Multicurrency
Revolving Lenders at such time.



          “Total Revolving Commitments”: at any time, the aggregate amount of the Revolving
Commitments then in effect.



          “Total Revolving Extensions of Credit”: at any time, the aggregate Outstanding Amount
of (a) the Revolving Extensions of Credit of the Revolving Lenders at such time plus (b)
Competitive Loans at such time.



          “Trademark”: trademarks, trade names, business names, trade styles, service marks,
logos and other source or business identifiers, and in each case, all goodwill associated
therewith, and all registrations and recordations thereof and all rights to obtain such renewals
and extensions.



          “Trademark Security Agreement”: the Trademark Security Agreement to be executed and
delivered by the Company and the Collateral Trustee, substantially in the form of Exhibit D.



          “Transferee”: any Assignee or Participant.



          “Treasury Rate”: with respect to any date of determination, the yield to maturity at
the time of computation of United States Treasury securities with a constant maturity (as compiled
and published in the most recent Federal Reserve Statistical Release H.15(519) that has become
publicly available at least two Business Days prior to such date (or, if such Statistical Release
is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such date to the first day after the second anniversary of the Closing Date;
provided, however, that if the period from such date to the first day after the
second anniversary of the Closing Date is not equal to the constant maturity of a United States
Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average
yields of United States Treasury securities for which such yields are given, except that if the
period from such date to the first date after the second anniversary of the Closing Date is less
than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.



30









 






          “2005 10-K”: as defined in Section 4.1.



          “Type”: (a) as to any Revolving Loan, Term Loan or Acceptance, its nature as an ABR
Loan or a Eurocurrency Loan (or, in the case of any Acceptance or Canadian Revolving Loan made in
Canadian Dollars, a Canadian Base Rate Loan, Acceptance or Acceptance Equivalent Loan), (b) as to
any Competitive Loan, its nature as a Eurocurrency Competitive Loan or a Fixed Rate Loan and (c) as
to any Swingline Loan, its nature as a Money Market Loan or an ABR Loan.



          “UCC”: the Uniform Commercial Code.



          “United States”: the United States of America.



          “US Base Rate (Canada)”: the rate of interest per annum publicly announced from time
to time by JPMorgan Chase Bank, N.A., Toronto Branch as its reference rate in effect at its
principal office in Toronto, Canada for determining rates applicable to Dollar denominated
commercial loans in Canada (the US Base Rate (Canada) not being intended to be the lowest rate of
interest charged by JPMorgan Chase Bank, N.A., Toronto Branch in connection with extensions of
credit to borrowers).



          “Volvo”: means Ford VHC AB, a company organized under the laws of Sweden.



          “Volvo Group Member”: means each of Volvo, Volvo Car Holding Corporation or Volvo Car
Corporation, in each case so long as such Person is a Subsidiary.



          “Volvo Trade Name”: all Trademarks owned by or licensed to the Company and its
Subsidiaries consisting of or containing “Volvo” or any variation or simulation thereof.



          “Voting Stock”: with respect to any Person, such Person’s Capital Stock having the
right to vote for election of directors (or the equivalent thereof) of such Person under ordinary
circumstances.



          1.2 Other Definitional Provisions. (a) As used in this Agreement, the terms listed in
Schedule 1.1B shall have the respective meanings set forth in such Schedule 1.1B. Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined meanings when used in
the other Loan Documents or any certificate or other document made or delivered pursuant hereto or
thereto.




     (b) As used herein and in the other Loan Documents, and any certificate or other
document made or delivered pursuant hereto or thereto, (i) accounting terms not defined in
Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP, (ii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume,
become liable in respect of or suffer to exist (and the words “incurred” and “incurrence”
shall have correlative meanings), (iv) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, Capital Stock, securities, revenues, accounts,
leasehold interests and contract rights, (v) references to agreements or other Contractual
Obligations shall, unless otherwise specified, be deemed to refer to such agreements or
Contractual Obligations as amended, supplemented, restated or otherwise modified from time
to time and (vi) references to any Person shall include its successors and assigns.




     (c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole (including the Schedules and
Exhibits hereto) and not to any particular provision of this Agreement (or the Schedules and



31









 







Exhibits hereto), and Section, Schedule and Exhibit references are to this Agreement unless
otherwise specified.




     (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.



          1.3 Conversion of Foreign Currencies.




     (a) Except as otherwise expressly set forth on Schedule 1.1B, the Administrative Agent
shall determine the Dollar Equivalent of any amount as required hereby, and a determination
thereof by the Administrative Agent shall be conclusive absent manifest error. The
Administrative Agent may, but shall not be obligated to, rely on any determination made by
any Loan Party in any document delivered to the Administrative Agent.




     (b) For purposes of determining compliance with Section 7.3, 7.4 or 7.8, with respect
to any amount of Indebtedness in a currency other than Dollars, the Dollar Equivalent
thereof shall be determined based on the Exchange Rate in effect at the time such
Indebtedness was incurred.




     (c) The Administrative Agent may set up appropriate rounding off mechanisms or
otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar
or cent to ensure amounts owing by any party hereunder or that otherwise need to be
calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may
be necessary or appropriate.



SECTION 2. AMOUNT AND TERMS OF COMMITMENTS




          2.1 Term Commitments. Subject to the terms and conditions hereof, each Term Lender
severally agrees to make a term loan (a “Term Loan”) in Dollars to the Company on the
Closing Date in an amount equal to the amount of the Term Commitment of such Lender. The Term
Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Company and
notified to the Administrative Agent in accordance with Sections 2.2 and 2.19.



          2.2 Procedure for Term Loan Borrowing. The Company shall give the Administrative Agent
notice (which notice must be received by the Administrative Agent prior to (a) 12:00 Noon, New York
City time, two Business Days prior to the anticipated Closing Date, in the case of Eurocurrency
Loans, or (b) 12:00 Noon, New York City time, one Business Day prior to the anticipated Closing
Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing
Date and specifying, (i) the amount and Type to be borrowed and (ii) in the case of Eurocurrency
Loans, the respective lengths of the initial Interest Period(s) therefor. Upon receipt of such
notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than
12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available funds equal to the
Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the
account of the Company on the books of such office of the Administrative Agent or such other
account as the Company shall specify in writing with the aggregate of the amounts made available to
the Administrative Agent by the Term Lenders in immediately available funds.



     2.3 Repayment of Term Loans. (a) The Term Loan of each Term Lender shall be repayable on
each date set forth below in an amount equal to such Lender’s Term Percentage multiplied by the
amount set forth below opposite such date:



32









 





	 	 	 
	Installment	 	Principal Amount
	 
	March 15, 2007
	 	$17,500,000
	June 15, 2007
	 	$17,500,000
	September 15, 2007
	 	$17,500,000
	December 15, 2007
	 	$17,500,000
	March 15, 2008
	 	$17,500,000
	June 15, 2008
	 	$17,500,000
	September 15, 2008
	 	$17,500,000
	December 15, 2008
	 	$17,500,000
	March 15, 2009
	 	$17,500,000
	June 15, 2009
	 	$17,500,000
	September 15, 2009
	 	$17,500,000
	December 15, 2009
	 	$17,500,000
	March 15, 2010
	 	$17,500,000
	June 15, 2010
	 	$17,500,000
	September 15, 2010
	 	$17,500,000
	December 15, 2010
	 	$17,500,000
	March 15, 2011
	 	$17,500,000
	June 15, 2011
	 	$17,500,000
	September 15, 2011
	 	$17,500,000
	December 15, 2011
	 	$17,500,000
	March 15, 2012
	 	$17,500,000
	June 15, 2012
	 	$17,500,000
	September 15, 2012
	 	$17,500,000
	December 15, 2012
	 	$17,500,000
	March 15, 2013
	 	$17,500,000
	June 15, 2013
	 	$17,500,000
	September 15, 2013
	 	$17,500,000
	Term Loan Maturity Date
	 	$6,527,500,000







     ; provided, that the Company shall repay all outstanding Term Loans on the Term
Loan Maturity Date.



          (b) The Incremental Term Loans made after the Closing Date, if any, of each Incremental
Lender shall be repaid in such installments as are specified in the Incremental Term Loan
Activation Notice pursuant to which such Incremental Term Loans were made.



          2.4 Domestic Revolving Commitments. (a) Subject to the terms and conditions hereof, each
Domestic Revolving Lender severally agrees to make revolving credit loans (“Domestic Revolving
Loans”) in Dollars to the Company or any Domestic Subsidiary Borrower from time to time during
the Revolving Commitment Period; provided that, after
giving effect to such borrowing and the use of proceeds thereof, (i) such Lender’s Domestic
Revolving Extensions of Credit do not exceed the amount of such Lender’s Domestic Revolving
Commitments, (ii) the Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base
at such time and (iii) the Total Revolving Extensions of Credit shall not exceed the Total
Revolving Commitments then in effect. During the Revolving Commitment Period the Company and any
Domestic Subsidiary Borrower may use the Domestic Revolving Commitments by borrowing, prepaying the
Domestic Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Domestic Revolving Loans may from time to time be Eurocurrency Loans or ABR
Loans, as determined by the Company or any



33









 







Domestic Subsidiary Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.19.




     (b) The Company and any relevant Subsidiary Borrower shall repay all outstanding
Domestic Revolving Loans of a Lender on the Revolving Termination Date for such Lender.



          2.5 Procedure for Domestic Revolving Loan Borrowing. The Company and any Domestic
Subsidiary Borrower may borrow under the Domestic Revolving Commitments during the Revolving
Commitment Period on any Business Day, provided that the Company or the relevant Domestic
Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) prior to (a) 12:00 Noon, New York City time, three Business Days
prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or (b) 12:00 Noon, New
York City time, on the date of the proposed borrowing, in the case of ABR Loans), specifying (i)
the amount and Type of Domestic Revolving Loans to be borrowed, (ii) the requested Borrowing Date
and (iii) in the case of Eurocurrency Loans, the respective lengths of the initial Interest
Period(s) therefor. If no election as to the Type of a Domestic Revolving Loan is specified in any
such notice, then the requested borrowing shall be an ABR Loan. If no Interest Period with respect
to any Eurocurrency Loan is specified in any such notice, then the Company or the relevant
Subsidiary Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Each borrowing under the Domestic Revolving Commitments shall be in an amount equal to $50,000,000
(or, if the then aggregate Available Domestic Revolving Commitments are less than $50,000,000, such
lesser amount) or a whole multiple of $10,000,000 in excess thereof; provided, that the
Swingline Lender may request, on behalf of the Company or any Domestic Subsidiary Borrower,
borrowings under the Domestic Revolving Commitments that are ABR Loans in other amounts pursuant to
Section 2.12. Upon receipt of any such notice from the Company or any Domestic Subsidiary
Borrower, the Administrative Agent shall promptly notify each Domestic Revolving Lender thereof.
Each Domestic Revolving Lender will make the amount of its pro rata share of each
borrowing available to the Administrative Agent for the account of the Company or the relevant
Subsidiary Borrower at the Funding Office prior to 2:00 P.M., New York City time, on the Borrowing
Date requested by the Company or such Subsidiary Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the Company or the relevant
Subsidiary Borrower by the Administrative Agent crediting the account of the Company or the
relevant Subsidiary Borrower on the books of such office or such other account as the Company or
relevant Subsidiary Borrower may specify to the Administrative Agent with the aggregate of the
amounts made available to the Administrative Agent by the Domestic Revolving Lenders and in like
funds as received by the Administrative Agent.



          2.6 Multicurrency Revolving Loan Commitments. (a) Subject to the terms and conditions
hereof, each Multicurrency Revolving Lender severally agrees to make (or cause its Applicable
Lending Office to make) revolving credit loans (“Multicurrency Revolving Loans”) in Dollars
or any Optional Currency to the Company or any Foreign Subsidiary Borrower (other than a Canadian
Borrower) from time to time during the Revolving Commitment Period;
provided that, after giving effect to such borrowing and the use of proceeds thereof, (i)
the Dollar Equivalent of such Lender’s Multicurrency Revolving Extensions of Credit do not exceed
the amount of such Lender’s Multicurrency Revolving Commitments, (ii) the Outstanding Amount of
Borrowing Base Debt shall not exceed the Borrowing Base at such time and (iii) the Total Revolving
Extensions of Credit shall not exceed the Total Revolving Commitments then in effect. During the
Revolving Commitment Period the Company and any relevant Foreign Subsidiary Borrower may use the
Multicurrency Revolving Loan Commitments by borrowing, prepaying the Multicurrency Revolving Loans
in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The
Multicurrency Revolving Loans shall be Eurocurrency Loans as notified to the Administrative Agent
in accordance with Sections 2.7 and 2.19.



34









 






     (b) The Company and each relevant Subsidiary Borrower shall repay all outstanding
Multicurrency Revolving Loans of a Lender on the Revolving Termination Date for such Lender.



          2.7 Procedure for Multicurrency Revolving Loan Borrowing. The Company and any Foreign
Subsidiary Borrower (other than a Canadian Borrower) may borrow under the Multicurrency Revolving
Loan Commitments during the Revolving Commitment Period on any Business Day, provided that
the Company or the relevant Foreign Subsidiary Borrower shall give the Administrative Agent written
notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon, London time, three
Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, specifying
(a) the amount and Currency of Multicurrency Revolving Loans to be borrowed, (b) the requested
Borrowing Date and (c) the respective lengths of the initial Interest Period(s) therefor. If no
Interest Period with respect to any Eurocurrency Loan is specified in any such notice, then the
Company or the relevant Subsidiary Borrower shall be deemed to have selected an Interest Period of
one month’s duration. Each borrowing under the Multicurrency Revolving Loan Commitments shall be
in an amount that is an integral multiple of 10,000,000 of the relevant Currency and no less than
an amount which is equal to the Dollar Equivalent of $50,000,000 (or, if the then aggregate
Available Multicurrency Revolving Loan Commitments are less than $50,000,000, such lesser amount).
Upon receipt of any such notice from the Company or the relevant Subsidiary Borrower, the
Administrative Agent shall promptly notify each Multicurrency Revolving Lender thereof. Each
Multicurrency Revolving Lender will make (or cause its Applicable Lending Office to make) the
amount of its pro rata share of each borrowing available to the Administrative
Agent for the account of the Company or the relevant Subsidiary Borrower at the Funding Office
prior to 2:00 P.M., London time, on the Borrowing Date requested by the Company or such Subsidiary
Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be
made available to the Company or the relevant Subsidiary Borrower by the Administrative Agent
crediting the account of the Company or the relevant Subsidiary Borrower on the books of such
office or such other account as the Company or relevant Subsidiary Borrower may specify to the
Administrative Agent with the aggregate of the amounts made available to the Administrative Agent
by the Multicurrency Revolving Lenders and in like funds as received by the Administrative Agent.



          2.8 Canadian Revolving Commitments. (a) Subject to the terms and conditions hereof, each
Canadian Revolving Lender severally agrees to make (or cause its Applicable Lending Office to make)
revolving credit loans (“Canadian Revolving Loans”) in Dollars to the Company and in
Dollars or Canadian Dollars to any Canadian Borrower from time to time during the Revolving
Commitment Period; provided that, after giving effect to such borrowing and the use of
proceeds thereof, (i) the Dollar Equivalent of such Lender’s Canadian Revolving Extensions of
Credit does not exceed the amount of such Lender’s Canadian Revolving Commitments, (ii) the
Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base
at such time, (iii) the Total Canadian Revolving Extensions of Credit shall not exceed the Total
Canadian Revolving Commitments then in effect, and (iv) the Total Revolving Extensions of Credit
shall not exceed the Total Revolving Commitments then in effect; provided, further,
that, except as permitted by Section 10.6(b), any Lender making Loans to the Company or to a
Canadian Borrower under this Section 2.8 shall be a Qualifying Canadian Lender. During the
Revolving Commitment Period the Company and any Canadian Borrower may use the Canadian Revolving
Loan Commitments by borrowing, prepaying the Canadian Revolving Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof. The Canadian Revolving Loans
shall be Eurocurrency Loans or ABR Loans (if denominated in Dollars) or Canadian Base Rate Loans
(if denominated in Canadian Dollars) or any combination thereof as notified to the Administrative
Agent in accordance with Sections 2.9 and 2.19.




     (b) The Company and each relevant Subsidiary Borrower shall repay all outstanding
Canadian Revolving Loans of a Lender on the Revolving Termination Date for such Lender.



35









 





          2.9 Procedure for Canadian Revolving Loan Borrowing. The Company and any Canadian Borrower
may borrow under the Canadian Revolving Commitments during the Revolving Commitment Period on any
Business Day; provided that the Company or the relevant Canadian Borrower shall give the
Administrative Agent written notice (or telephonic notice promptly confirmed in writing) prior to
(a) 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date, in
the case of Eurocurrency Loans, or (b) 12:00 Noon, New York City Time, on the date of the proposed
borrowing, in the case of ABR Loans or Canadian Base Rate Loans), specifying (i) the amount, Type
and Currency of Canadian Revolving Loans to be borrowed, (ii) the requested Borrowing Date, and
(iii) in the case of Eurocurrency Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor. If no election as to the Type of a
Canadian Revolving Loan denominated in Dollars is specified in any such notice, then the requested
borrowing shall be an ABR Loan. If no Interest Period with respect to any Eurocurrency Loan is
specified in any such notice, then the Company or the relevant Canadian Borrower shall be deemed to
have selected an Interest Period of one month’s duration. Each borrowing under the Canadian
Revolving Commitments in Dollars shall be in an amount equal to $50,000,000 or a whole multiple
thereof (or, if the then aggregate Available Canadian Revolving Commitments are less than
$50,000,000, such lesser amount). Each borrowing under the Canadian Revolving Commitments in
Canadian Dollars shall be in an amount equal to C$25,000,000 (or, if the then aggregate Available
Canadian Revolving Commitments are less than C$25,000,000, such lesser amount) or a whole multiple
of C$5,000,000 in excess thereof. Upon receipt of any such notice from the Company or any Canadian
Borrower, the Administrative Agent shall promptly notify each Canadian Revolving Lender thereof.
Each Canadian Revolving Lender will make (or cause its Applicable Lending Office to make) the
amount of its pro rata share of each borrowing available to the Administrative Agent for the
account of the Company or the relevant Canadian Borrower at the Funding Office prior to 2:00 P.M.,
New York City time, on the Borrowing Date requested by the Company or such Canadian Borrower in
funds immediately available to the Administrative Agent. Such borrowing will then be made
available to the Company or the relevant Canadian Borrower by the Administrative Agent crediting
the account of the Company or the relevant Canadian Borrower on the books of such office or such
other account as the Company or relevant Canadian Borrower may specify to the Administrative Agent
with the aggregate of the amounts made available to the Administrative Agent by the Canadian
Revolving Lenders and in like funds as received by the Administrative Agent.



          2.10 Procedure for Canadian Acceptances. (a) Acceptance Commitment. Subject to
the terms and conditions hereof, each Canadian Revolving Lender severally agrees that each Canadian
Borrower may issue Acceptances denominated in Canadian Dollars, in minimum denominations of
C$25,000,000 or a whole multiple thereof and in minimum
aggregate amounts of C$5,000,000 or any greater whole multiple of C$1,000,000, each in accordance
with the provisions of this Section 2.10 from time to time until the Revolving Termination Date;
provided, that after giving effect to the issuance of such Acceptance and the use of
proceeds thereof, (i) the Available Canadian Revolving Commitment of any Canadian Revolving Lender
shall not be less than zero, (ii) the Total Canadian Revolving Extensions of Credit shall not
exceed the Total Canadian Revolving Commitments then in effect, (iii) the Outstanding Amount of
Borrowing Base Debt shall not exceed the Borrowing Base at such time and (iv) the Total Revolving
Extensions of Credit shall not exceed the Total Revolving Commitments then in effect;
provided, further, that (A) at all times the outstanding aggregate face amount of
all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Lender shall equal
its Canadian Revolving Percentage of the outstanding face amount of all Acceptances made by the
Applicable Lending Offices of all Canadian Revolving Lenders and (B) any Canadian Revolving Lender
to which a Canadian Borrower issues Acceptances shall be a Qualifying Canadian Lender. For
purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used
when calculations are made to determine the Outstanding Amount of a Canadian Revolving Lender’s
Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount
of an Acceptance in respect of which the Acceptance Obligation has been prepaid by a Canadian Borrower and received by the Canadian




36









 




Revolving Lender that created the same in accordance with the
terms of this Agreement shall not be included.





     (b) Terms of Acceptance. Each Draft shall be accepted by the Applicable
Lending Office of a Canadian Revolving Lender, upon the written request of a Canadian
Borrower given in accordance with paragraph (c) of this Section 2.10, by the completion and
acceptance by such Applicable Lending Office of a Draft (i) payable in Canadian Dollars,
drawn by a Canadian Borrower on the Applicable Lending Office in accordance with this
Agreement, to the order of the Applicable Lending Office and (ii) maturing prior to the
Revolving Termination Date on a Business Day not less than one month nor more than six
months after the date of such Draft (and in periods of one month, two months, threes months
or, if available, six months , as selected by a Canadian Borrower), excluding days of grace,
all as specified in a Drawing Notice to be delivered under paragraph (c) of this Section
2.10. Notwithstanding anything to the contrary in this Agreement, all requests for
issuances of Acceptances and all selections of periods and maturity dates of Acceptances
shall be made pursuant to such elections so that no more than 10 different Acceptance
maturity dates shall be outstanding at any one time.




     (c) Drawing Notice and Discount of Acceptances. (i) With respect to each
requested acceptance of Drafts, a Canadian Borrower shall give the Administrative Agent a
notice of drawing (each, a “Drawing Notice”), substantially in the form of Exhibit H
(which shall be irrevocable and may be by telephone confirmed in writing within one Business
Day) to be received prior to 10:00 A.M., Toronto time, at least two Business Days prior to
the date of the requested acceptance, specifying:




     (A) the date on which such Drafts are to be accepted;




     (B) the aggregate face amount of such Drafts;




     (C) the maturity date of such Acceptances; and




     (D) whether the Canadian Revolving Lenders must purchase or arrange for the purchase of
the Acceptances.




          (ii) Upon receipt of a Drawing Notice, the Administrative Agent shall promptly notify
each Applicable Lending Office of a Canadian Revolving Lender of the contents
thereof and of such Canadian Revolving Lender’s ratable share of the Acceptances
requested thereunder. The aggregate face amount of the Drafts to be accepted by Applicable
Lending Office of a Canadian Revolving Lender shall be determined by the Administrative
Agent by reference to the respective Canadian Revolving Commitments of the Canadian
Revolving Lenders; provided that, if the face amount of an Acceptance which would
otherwise be accepted by the Applicable Lending Office of a Canadian Revolving Lender is not
C$5,000,000, or a whole multiple thereof, the face amount shall be increased or reduced by
the Administrative Agent, in its sole discretion, to C$1,000,000, or the nearest integral
multiple thereof, as appropriate.




          (iii) On each date upon which Acceptances are to be accepted, the Administrative Agent
shall advise the relevant Canadian Borrower of the applicable Discount Rate for the
Applicable Lending Office of each Canadian Revolving Lender. Not later than 10:00 A.M.,
Toronto time, on such date each Applicable Lending Office of a Canadian Revolving Lender
shall, subject to the fulfillment of the conditions precedent specified in Section 5.2, and
subject to the Applicable Lending Office of each Non-Acceptance Canadian Lender making



37









 






Acceptance Equivalent Loans pursuant to paragraph (i) of this Section 2.10, (A) on the basis
of the information supplied by the Administrative Agent, as aforesaid, complete a Draft or
Drafts of the relevant Canadian Borrower by filling in the amount, date and maturity date
thereof in accordance with the applicable Drawing Notice, (B) duly accept such Draft or
Drafts, (C) offer to purchase such Acceptance or Acceptances at the applicable Discount
Rate, (D) give the Administrative Agent facsimile or telex notice of such Applicable Lending
Office’s acceptance of such Draft or Drafts and confirming the Discount Rate at which it
discounted the Acceptance or Acceptances and the amount paid to the Administrative Agent for
the account of such Canadian Borrower and (E) remit to the Administrative Agent in Canadian
Dollars in immediately available funds an amount equal to the Discount Proceeds. Upon
receipt by the Administrative Agent of such sums from the Applicable Lending Offices of the
Canadian Revolving Lenders, the Administrative Agent shall make the aggregate amount thereof
available to such Canadian Borrower.




          (iv) Each extension of credit hereunder through the acceptance of Drafts shall be made
simultaneously and pro rata by the Applicable Lending Office of each of the Canadian
Revolving Lenders in accordance with their respective Canadian Revolving Commitments.




     (d) Sale of Acceptances. A Canadian Borrower shall agree to sell, and the
Applicable Lending Offices of the Canadian Revolving Lenders shall purchase or arrange for
the purchase of, all of the Acceptances in the market and each Applicable Lending Office of
a Canadian Revolving Lender shall provide to the Administrative Agent the Discount Proceeds
for the account of such Canadian Borrower. The Acceptance Fee in respect of such
Acceptances may, at the option of the Applicable Lending Office of a Canadian Revolving
Lender, be set off against the Discount Proceeds payable by such Applicable Lending Office
of such Canadian Revolving Lender hereunder.




     (e) Acceptance Obligation. The relevant Canadian Borrower is obligated, and
hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each
Applicable Lending Office of each Canadian Revolving Lender the face amount of each
Acceptance created by such Applicable Lending Office in accordance with a Drawing Notice on
the maturity date thereof, or on such earlier date as may be required pursuant to provisions
of this Agreement. With respect to each Acceptance which is outstanding hereunder, the
relevant Canadian Borrower shall notify the Administrative Agent prior to 11:00 A.M.,
Toronto time, two Business Days prior to the maturity date of such Acceptance (which notice
shall be irrevocable)
of its intention to either (x) issue Acceptances on such maturity date to provide for
the payment of such maturing Acceptance and shall deliver to the Administrative Agent a
Drawing Notice with respect thereto or (y) repay the maturing Acceptances on the maturity
date. Any repayment of an Acceptance must be made at or before 2:00 P.M. (Toronto time) on
the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide
such notice to the Administrative Agent or fails to repay the maturing Acceptances, or if an
Event of Default has occurred and is continuing on such maturity date, the relevant Canadian
Borrower’s obligations in respect of the maturing Acceptances shall be deemed to have been
converted on the maturity date thereof into a Canadian Base Rate Loan in an amount equal to
the face amount of the maturing Acceptances. Each Canadian Borrower waives presentment for
payment and any other defense to payment of any amounts due to the Applicable Lending Office
of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower
accepted by such Applicable Lending Office under this Agreement which might exist solely by
reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending
Office in its own right and each



38









 






Canadian Borrower agrees not to claim any days of grace if
that Applicable Lending Office, as holder, sues such Canadian Borrower on those Acceptances
for payment of the amounts payable by such Canadian Borrower thereunder.




     (f) Supply of Drafts and Power of Attorney. To enable the Applicable Lending
Offices of the Canadian Revolving Lenders to accept Drafts in the manner specified in this
Section 2.10, each Canadian Borrower hereby appoints the Applicable Lending Office of each
Canadian Revolving Lender as its attorney to sign and endorse on its behalf, in handwriting
or by facsimile or mechanical signature as and when deemed necessary by such Applicable
Lending Office, blank forms of its Acceptances. In this respect, it is each Canadian
Revolving Lender’s responsibility to maintain an adequate supply of blank forms of
Acceptances for acceptance under this Agreement. Each Canadian Borrower recognizes and
agrees that all Acceptances signed and/or endorsed on its behalf by the Applicable Lending
Office of a Canadian Revolving Lender shall bind such Canadian Borrower as fully and
effectually as if signed in the handwriting of and duly issued by the proper signing
officers of such Canadian Borrower; provided, that such acts in each case are to be
undertaken in accordance with such Canadian Revolving Lender’s obligations under this
Agreement. Each Applicable Lending Office of a Canadian Revolving Lender is hereby
authorized to issue such Acceptances endorsed in blank in such face amounts as may be
determined by such Applicable Lending Office; provided that the aggregate amount
thereof is equal to the aggregate amount of Acceptances required to be accepted by such
Applicable Lending Office. Drafts drawn by a Canadian Borrower to be accepted as
Acceptances shall be signed by a duly authorized officer or officers of such Canadian
Borrower or by its attorney-in-fact including any attorney in fact appointed pursuant to
this Section 2.10(f). Each Canadian Borrower hereby authorizes and requests each Applicable
Lending Office of a Canadian Revolving Lender in accordance with each Drawing Notice
received from such Canadian Borrower to take the measures with respect to a Draft or Drafts
of such Canadian Borrower then in possession of such Applicable Lending Office specified in
paragraph (c)(iii) of this Section 2.10. In case any authorized signatory of such Canadian
Borrower whose signature shall appear on any Draft shall cease to have such authority before
the acceptance of a Draft with respect to such Draft, the obligations of a Canadian Borrower
hereunder and under such Acceptance shall nevertheless be valid for all purposes as if such
authority had remained in force until such creation. The Administrative Agent and each
Canadian Revolving Lender shall be fully protected in relying upon any instructions received
from a Canadian Borrower (orally or otherwise) without any duty to make inquiry as to the
genuineness of such instructions. The Administrative Agent and each Canadian Revolving
Lender shall be entitled to rely on instructions received from any Person identifying
himself (orally or otherwise) as a duly authorized officer of a Canadian
Borrower and shall not be liable for any errors, omissions, delays or interruptions in
the transmission of such instructions.




     (g) Exculpation. No Applicable Lending Office of a Canadian Revolving Lender
shall be responsible or liable for its failure to accept a Draft if the cause of such
failure is, in whole or in part, due to the failure of a Canadian Borrower to provide the
Drafts or the power of attorney described in paragraph (f) of this Section 2.10 to such
Applicable Lending Office on a timely basis nor shall any Applicable Lending Office of a
Canadian Revolving Lender be liable for any damage, loss or other claim arising by reason of
any loss or improper use of any such Draft except loss or improper use arising by reason of
the gross negligence or willful misconduct of such Applicable Lending Office.




     (h) Rights of Canadian Revolving Lender as to Acceptances. Neither the
Administrative Agent nor any Applicable Lending Office of a Canadian Revolving Lender shall
have any responsibility as to the application of the proceeds by a Canadian Borrower of any
discount of any Acceptances. For greater certainty, each Applicable Lending Office of a



39









 






Canadian Revolving Lender may, at any time, purchase Acceptances issued by a Canadian
Borrower and may at any time and from time to time hold, sell, rediscount or otherwise
dispose of any or all Acceptances accepted and/or purchased by it.




     (i) Acceptance Equivalent Loans. Whenever a Canadian Borrower delivers a
Drawing Notice to the Administrative Agent under this Agreement requesting the Canadian
Revolving Lenders to accept Drafts, an Applicable Lending Office of a Canadian Revolving
Lender which cannot or does not as a matter of policy accept Drafts (a “Non-Acceptance
Canadian Lender”) shall, in lieu of accepting Drafts, make an Acceptance Equivalent
Loan. On each date on which Drafts are to be accepted, subject to the same terms and
conditions applicable to the acceptance of Drafts, any Non-Acceptance Canadian Lender that
makes an Acceptance Equivalent Loan, upon delivery by a Canadian Borrower of an executed
Discount Note payable to the order of such Non-Acceptance Canadian Lender, will remit to the
Administrative Agent in immediately available funds for the account of such Canadian
Borrower the Acceptance equivalent discount proceeds in respect of the Discount Notes issued
by such Canadian Borrower to the Non-Acceptance Canadian Lender. Each Non-Acceptance
Canadian Lender may agree, in lieu of receiving any Discount Notes, that such Discount Notes
may be uncertificated and the applicable Acceptance Equivalent Loan shall be evidenced by a
loan account which such Non-Acceptance Canadian Lender shall maintain in its name, and
reference to such uncertificated Discount Notes elsewhere in this Agreement shall be deemed
to include reference to the relevant Acceptance Equivalent Loan or loan account, as
applicable.




     (j) Terms Applicable to Discount Notes. The term “Acceptance” when used in
this Agreement shall be construed to include Discount Notes and all terms of this Agreement
applicable to Acceptances shall apply equally to Discount Notes evidencing Acceptance
Equivalent Loans with such changes as may in the context be necessary (except that no
Discount Note may be sold, rediscounted or otherwise disposed of by the Non-Acceptance
Canadian Lender making Acceptance Equivalent Loans). For greater certainty:




     (A) a Discount Note shall mature and be due and payable on the same date as the
maturity date for Acceptances specified in the applicable Drawing Notice;




     (B) an Acceptance Fee will be payable in respect of a Discount Note and shall be
calculated at the same rate and in the same manner as the Acceptance Fee in respect of an
Acceptance;




     (C) a discount applicable to a Discount Note shall be calculated in the same manner and
at the Discount Rate that would be applicable to Acceptances accepted by a Schedule II/ III
Reference Lender pursuant to the applicable Drawing Notice;




     (D) an Acceptance Equivalent Loan made by a Non-Acceptance Canadian Lender will be
considered to be part of a Non-Acceptance Canadian Lender’s outstanding Acceptances for all
purposes of this Agreement; and




     (E) a Canadian Borrower shall deliver Discount Notes to each Non-Acceptance Canadian
Lender and grants to each Non-Acceptance Canadian Lender a power of attorney in respect of
the completion and execution of Discount Notes, each in accordance with Section 2.10(f).



40









 






     (k) Prepayment of Acceptances and Discount Notes. No Acceptance or Discount
Note may be repaid or prepaid prior to the maturity date of such Acceptance or Discount
Note, except in accordance with the provisions of Section 2.18(e) or Section 8.




     (l) Depository Bills and Notes Act. At the option of the Canadian Borrowers
and any Applicable Lending Office of a Canadian Revolving Lender, Acceptances and Discount
Notes under this Agreement to be accepted by such Applicable Lending Office may be issued in
the form of depository bills and depository notes, respectively, for deposit with The
Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes
Act (Canada). All depository bills and depository notes so issued shall be governed by
the Depository Bills and Notes Act (Canada) and the provisions of this Section 2.10.




     (m) Acceptance Fee. Each Canadian Borrower agrees to pay to each Applicable
Lending Office of a Canadian Revolving Lender a fee (the “Acceptance Fee”) in
advance and in Canadian Dollars, at a rate per annum equal to the Applicable Margin for
Revolving Loans which are Eurocurrency Loans, on the date of acceptance of each Acceptance.
All Acceptance Fees shall be calculated on the face amount of the Acceptance issued and
computed on the basis of the actual number of days in the term thereof and a year of 365
days. The Acceptance Fee shall be in addition to any other fees payable to each Applicable
Lending Office of a Canadian Revolving Lender in connection with the issuance or discounting
of such Acceptance. The discount rate for Acceptance Fees shall be calculated under terms
customary to the practice of the Applicable Lending Offices of Canadian Revolving Lenders
and shall be based upon a year of 365 days and the term of such Acceptance.



          2.11 Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline
Lender agrees to make a portion of the credit otherwise available to the Company and any Domestic
Subsidiary Borrower under the Domestic Revolving Commitments from time to time during the Revolving
Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Company
and any Domestic Subsidiary Borrower; provided that (i) the aggregate principal amount of
Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed the
Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the Swingline
Loans outstanding at any time, when aggregated with any Swingline Lender’s other outstanding
Domestic Revolving Loans, may exceed such Lender’s Swingline Commitment then in effect), (ii) the
Company or the relevant Subsidiary Borrower shall not request any Swingline Loan if, after giving
effect to the making of such Swingline Loan and the use of proceeds thereof, the aggregate amount
of the Available Domestic Revolving Commitments would be less than zero and (iii) after giving
effect to such borrowing and the use of proceeds thereof, (A) the Outstanding
Amount of Borrowing Base Debt shall not exceed the Borrowing Base at such time, (B) the Total
Revolving Extensions of Credit shall not exceed the Total Revolving Commitments at such time and
(C) the Outstanding Amount of all Swingline Loans shall not exceed the Swingline Sublimit. During
the Revolving Commitment Period, the Company and any Domestic Subsidiary Borrower may use the
Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof.





     (b) The Swingline Loans may from time to time be (i) ABR Loans, (ii) Money Market Rate
Loans or (iii) a combination thereof, as determined by the Company and notified to and, in
the case of any Money Market Rate Loan, consented to by the relevant Swingline Lender in
accordance herewith.




     (c) The Company or relevant Subsidiary Borrower shall repay to the relevant Swingline
Lender the then unpaid principal amount of each Swingline Loan advanced by such Swingline
Lender on the earliest of (i) the date that is ten Business Days after the date of such



41









 






advance, (ii) the Revolving Termination Date then in effect and (iii) the Interest Payment
Date with respect thereto.



          2.12 Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) Whenever the
Company or any Domestic Subsidiary Borrower desires that a Swingline Lender make Swingline Loans it
shall give such Swingline Lender telephonic notice confirmed promptly in writing (which telephonic
notice must be received by such Swingline Lender not later than 1:00 P.M., New York City time, on
the proposed Borrowing Date), specifying (i) the amount and Type of Swingline Loan to be borrowed,
(ii) with respect to any Money Market Rate Loan, the length of the Interest Period therefor and
(iii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment
Period). Prior to any such notice, the Company or the relevant Subsidiary Borrower may request a
quote from the relevant Swingline Lender as to the Money Market Rate that would apply to such
Swingline Loan if it were to be a Money Market Rate Loan for the Interest Period specified by the
Company or such Subsidiary Borrower, and such Swingline Lender shall promptly notify the Company or
the relevant Subsidiary Borrower whether it is willing to make a Money Market Rate Loan and, if
applicable, provide such a quote for such Interest Period. If the Company or such Subsidiary
Borrower accepts such rate, such Swingline Loan shall be a Money Market Rate Loan for such Interest
Period bearing interest at such rate. The relevant Swingline Lender shall promptly confirm such
quote with respect to the Money Market Rate Loan to be made in writing. Each borrowing under the
Swingline Commitment shall be in an amount equal to $25,000,000 or a whole multiple of $1,000,000
in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified
in a notice in respect of Swingline Loans, such Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available funds equal to the
amount of the Swingline Loan to be made by such Swingline Lender. The Administrative Agent shall
make the proceeds of such Swingline Loan available to the Company or relevant Subsidiary Borrower
on such Borrowing Date by depositing such proceeds in the account of the Company or relevant
Subsidiary Borrower with the Administrative Agent or such other account as the Company or the
relevant Subsidiary Borrower may specify to the Administrative Agent in writing on such Borrowing
Date in immediately available funds. Such Swingline Lender shall not make any Swingline Loan in
the period commencing on the first Business Day after it receives written notice from the
Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall
not on such date be satisfied, and ending when such conditions are satisfied. The Administrative
Agent shall immediately notify the Swingline Lender upon becoming aware that such conditions in
Section 5.2 are thereafter satisfied. Such Swingline Lender shall not otherwise be required to
determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been
satisfied in connection with the making of any Swingline Loan. Notwithstanding
the foregoing, the Company and any Swingline Lender may at any time and from time to time enter
into agreements which provide for procedures for soliciting, extending and funding Swingline Loans
to the Company or any Subsidiary Borrower which differ from those specified herein.





     (b) Each Swingline Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the Company or relevant Subsidiary Borrower (each of which
hereby irrevocably directs each Swingline Lender to act on its behalf), on one Business
Day’s notice given by such Swingline Lender to the Administrative Agent no later than 12:00
Noon, New York City time, request each Domestic Revolving Lender to make, and each Domestic
Revolving Lender hereby agrees to make, a Domestic Revolving Loan, in an amount equal to
such Domestic Revolving Lender’s Domestic Revolving Percentage of the aggregate amount of
the Swingline Loans advanced by such Swingline Lender (the “Refunded Swingline
Loans”) outstanding on the date of such notice, to repay such Swingline Lender. Each
Domestic Revolving Lender shall make the amount of such Domestic Revolving Loan available to
the Administrative Agent at the Funding Office in immediately available funds, not later
than 10:00 A.M., New York City time, one Business Day after the date of such notice. The
proceeds of such Domestic Revolving Loans



42









 






shall be immediately made available by the
Administrative Agent to the relevant Swingline Lender for application by such Swingline
Lender to the repayment of the Refunded Swingline Loans.




     (c) If prior to the time a Domestic Revolving Loan would have otherwise been made
pursuant to Section 2.12(b), one of the events described in Section 8(f) shall have occurred
and be continuing with respect to the Company or if for any other reason, as determined by a
Swingline Lender in its sole discretion, Domestic Revolving Loans may not be made as
contemplated by Section 2.12(b), each Domestic Revolving Lender shall, on the date such
Domestic Revolving Loan was to have been made pursuant to the notice referred to in Section
2.12(b), purchase for cash an undivided participating interest in the then outstanding
Swingline Loans by paying to the relevant Swingline Lender an amount (the “Swingline
Participation Amount”) equal to (i) such Domestic Revolving Lender’s Domestic Revolving
Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans
advanced by such Swingline Lender(s) then outstanding that were to have been repaid with
such Domestic Revolving Loans, and any Swingline Loans that are Money Market Rate Loans
shall be automatically converted to ABR Loans on such date.




     (d) Whenever, at any time after a Swingline Lender has received from any Domestic
Revolving Lender such Lender’s Swingline Participation Amount, such Swingline Lender
receives any payment on account of the Swingline Loans, such Swingline Lender will
distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such Lender’s
participating interest was outstanding and funded and, in the case of principal and interest
payments, to reflect such Lender’s pro rata portion of such payment if such
payment is not sufficient to pay the principal of and interest on all Swingline Loans
advanced by such Swingline Lender(s) then due); provided, however, that in
the event that such payment received by a Swingline Lender is required to be returned, such
Domestic Revolving Lender will return to such Swingline Lender any portion thereof
previously distributed to it by such Swingline Lender.




     (e) Each Domestic Revolving Lender’s obligation to make the Loans referred to in
Section 2.12(b) and to purchase participating interests pursuant to Section 2.12(c) shall be
absolute and unconditional and shall not be affected by any circumstance, including (i) any
setoff, counterclaim, recoupment, defense or other right that such Domestic Revolving Lender
or the Company or any Subsidiary Borrower may have against the Swingline Lender, the Company
or any Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the
occurrence or
continuance of a Default or an Event of Default or the failure to satisfy any of the
other conditions specified in Section 5, (iii) any adverse change in the condition
(financial or otherwise) of the Company or any Subsidiary Borrower, (iv) any breach of this
Agreement or any other Loan Document by the Company, any Subsidiary Borrower, any other Loan
Party or any other Lender or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.



          2.13 New or Successor Swingline Lender; Swingline Commitments. The Company may (a)
terminate the Swingline Commitment of any Swingline Lender for any reason upon not less than three
Business Days prior written notice to the Administrative Agent and such Swingline Lender, (b) add
additional Swingline Lenders (with the consent of such Lender) and (c) increase (with the consent
of such Lender) or decrease the Swingline Commitment of any existing Swingline Lender at any time
upon notice to the Administrative Agent in accordance with the provisions of this Section 2.13. If
the Company shall decide to add a new Swingline Lender under this Agreement, then the Company may
appoint from among the Domestic Revolving Lenders a new Swingline Lender, with the consent of the
Administrative Agent (such consent not to be unreasonably withheld), whereupon such Lender shall
become a Swingline




43









 







Lender under this Agreement and the other Loan Documents with the rights, powers
and duties of a Swingline Lender hereunder. Upon the termination of the Swingline Commitments of a
Swingline Lender, the Company shall pay to the terminated Swingline Lender all principal and
accrued interest on outstanding Swingline Loans owing to such terminated Swingline Lender. The
acceptance of any appointment as a Swingline Lender hereunder in accordance with this Agreement or
the increase of the Swingline Commitment of any existing Swingline Lender, shall be evidenced by an
agreement entered into by such Swingline Lender in a form reasonably satisfactory to the Company,
such Swingline Lender and the Administrative Agent and, from and after the effective date of such
agreement, such new or successor lender of Swingline Loans shall become a “Swingline Lender”
hereunder or such increased Swingline Commitment shall become effective. The Administrative Agent
shall promptly notify the Lenders of the effectiveness of any addition of a Swingline Lender, or
any increased Swingline Commitment pursuant to this Section 2.13.




          2.14 Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein,
from time to time during the Revolving Commitment Period the Company may request Competitive Bids
and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans
in Dollars; provided that, after giving effect to such borrowing and the use of proceeds
thereof, (i) the Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base at
such time and (ii) the Total Revolving Extensions of Credit shall not exceed the Total Revolving
Commitments at such time. To request Competitive Bids, the Company shall give the Administrative
Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of a
Competitive Bid Request not later than 12:00 Noon New York City time (A) four Business Days prior
to the requested Borrowing Date, in the case of Eurocurrency Competitive Loans, or (B) one Business
Day prior to the requested Borrowing Date, in the case of Fixed Rate Loans. Each such Competitive
Bid Request shall specify (1) the amount (which shall be a minimum of $50,000,000) and Type of the
requested Competitive Loans, (2) the requested Borrowing Date and (3) the requested Interest Period
applicable thereto; provided that the Company may request offers to make Competitive Loans
for more than one Interest Period or for multiple Types of Competitive Loans in a single
Competitive Bid Request.





     (b) Promptly following receipt of a Competitive Bid Request conforming to the
requirements of this Section (but, in any event, no later than 3:00 p.m. New York City time,
on
the date of receipt thereof), the Administrative Agent shall notify the Revolving
Lenders of the details thereof, inviting the Revolving Lenders to submit Competitive Bids.




     (c) Each Revolving Lender (or any Applicable Lending Office of such Lender) may (but
shall not have any obligation to) make one or more Competitive Bids to the Company in
response to a Competitive Bid Request. Each Competitive Bid by a Revolving Lender must be
in the form of Exhibit J and must be received by the Administrative Agent at its office
specified in Section 10.2 not later than 9:30 A.M., New York City time, three Business Days
before the proposed Borrowing Date, in the case of Eurocurrency Competitive Loans, or 9:30
A.M., New York City time, on the proposed Borrowing Date, in the case of Fixed Rate Loans.
Competitive Bids that do not conform substantially to Exhibit J may be rejected by the
Administrative Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable if such bid is rejected. Each Competitive Bid shall specify (i) the
principal amount (which shall be a minimum of $5,000,000 and which may equal the entire
principal amount of the Competitive Loans requested by the Company) of the Competitive Loan
or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which
the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum
in the form of a decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof. A Competitive Bid may set forth up
to five separate offers by a quoting Lender with respect to



44









 






each Interest Period specified
in a Competitive Bid Request. A Competitive Bid submitted pursuant to this paragraph (c)
shall be irrevocable.




     (d) The Administrative Agent shall promptly (and, in any event, by no later than 10:00
A.M., New York City time (i) three Business Days before the proposed Borrowing Date, in the
case of Eurocurrency Competitive Loans, and (ii) on the proposed Borrowing Date, in the case
of Fixed Rate Loans) notify the Company of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid and, as soon as practical thereafter, shall provide the Company with a copy
of all Competitive Bids (including rejected bids).




     (e) Subject only to the provisions of this paragraph, the Company may accept or reject
any Competitive Bid. The Company shall notify the Administrative Agent by telephone,
promptly confirmed in writing by delivery of a Competitive Bid Accept/Reject Letter to the
Administrative Agent, whether and to what extent it has decided to accept or reject each
Competitive Bid not later than 10:30 A.M., New York City time (x) three Business Days before
the proposed Borrowing Date, in the case of Eurocurrency Competitive Loans, and (y) on the
proposed Borrowing Date, in the case of Fixed Rate Loans; provided that (i) the
failure of the Company to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Company shall not accept a Competitive Bid of a particular Type
made at a particular Competitive Bid Rate if the Company rejects a Competitive Bid for Loans
of such Type made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by the Company shall not exceed the aggregate amount of the
requested Competitive Loans specified in the related Competitive Bid Request, (iv) to the
extent necessary to comply with clause (iii) above, the Company may accept Competitive Bids
at the same Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made (as nearly as possible)
pro rata in accordance with the amount of each such Competitive Bid with
such amounts rounded (as nearly as possible) to integral multiples of $1,000,0000, in a
manner determined by the Company, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan made by a Lender unless such
Competitive Loan is in a minimum principal amount of $5,000,000. A notice given by the
Company pursuant to this paragraph shall be irrevocable.




     (f) The Administrative Agent shall promptly (and, in any event, by 11:00 A.M., New York
City time (i) three Business Days before the proposed Borrowing Date, in the case of
Eurocurrency Competitive Loans, and (ii) on the proposed Borrowing Date, in the case of
Fixed Rate Loans) notify each bidding Lender whether or not its Competitive Bid has been
accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful
bidder will thereupon become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.




     (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity
as a Lender, it shall submit such Competitive Bid directly to the Company at least one half
of an hour earlier than the time by which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (c) of this Section.




     (h) The Company shall repay each outstanding Competitive Loan on the last day of the
Interest Period therefor.



          2.15 Facility Fees, etc. (a) The Company agrees to pay to the Administrative Agent for
the account of each Revolving Lender a facility fee for the period from and including the Closing
Date




45









 







(or such later date as such Lender shall become a Lender hereunder) to the day on which all
Revolving Extensions of Credit of such Lender have been paid in full and the Revolving Commitments
of such Lender have been terminated, computed at the Facility Fee Rate on the average daily amount
of the Revolving Commitments of such Lender (whether used or unused) or, if such Revolving
Commitments have been terminated, on the daily average Revolving Extensions of Credit of such
Lender during the related Fee Payment Period for which payment is made, payable in arrears on each
Fee Payment Date, commencing on the first such date to occur after the date hereof.




          (b) The Company agrees to pay to the Administrative Agent the fees in the amounts and on the
dates as set forth in any fee agreements with the Administrative Agent.




          2.16 Termination, Reduction or Reallocation of Revolving Commitments. (a) The Company
shall have the right, upon not less than three Business Days’ notice to the Administrative Agent,
to terminate the Revolving Commitments under any Revolving Facility or, from time to time, to
reduce the amount of the Revolving Commitments under any Revolving Facility; provided that
no such termination or reduction of Revolving Commitments shall be permitted if, after giving
effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the
effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving
Commitments or the Revolving Extensions of Credit under any Revolving Facility would exceed the
Revolving Commitments under such Revolving Facility. Any such reduction shall be in an amount
equal to $250,000,000, or a whole multiple of $25,000,000 in excess thereof, and shall reduce
permanently such Revolving Commitments under such Facility then in effect. Each notice delivered
by the Company pursuant to this Section 2.16 shall be irrevocable; provided, that a notice
to terminate any Revolving Commitments delivered by the Company may state that such notice is
conditioned upon the effectiveness of other credit facilities or a Change of Control, in which
case, such notice may be revoked by the Company (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied. Notwithstanding the
foregoing, the revocation of a termination notice shall not affect the Company’s obligation to
indemnify any Lender in accordance with Section 2.27 for any loss or expense sustained or incurred
as a consequence thereof.





     (b) The Company shall have the right, upon not less than three Business Days’ notice to
the Administrative Agent, to require Revolving Lenders under the Canadian Revolving Facility
and/or the Multicurrency Revolving Facility to reallocate their Revolving Commitments
thereunder to the Domestic Revolving Facility; provided that, after giving effect to
any such reallocation, the Total Canadian Revolving Extensions of Credit shall not exceed
the Total Canadian Revolving Commitments and the Total Multicurrency Revolving Extensions of
Credit shall not exceed the Total Multicurrency Revolving Commitments. Any such
reallocation shall be in an amount equal to $25,000,000, or a whole multiple of $1,000,000
in excess thereof. Any such reallocation shall reduce the Revolving Commitment of Lenders
under the Canadian Revolving Facility or the Multicurrency Revolving Facility, as
applicable, pro rata in accordance with their existing Revolving Commitment
under such Facility at such time and increase such Revolving Lender’s Domestic Revolving
Commitment by such amount; provided that if such reallocation would result in
amounts being payable by the Company or any Subsidiary Borrower to any Lender under Section
2.25 or Section 2.26, such Lender shall change its Applicable Lending Office to avoid such
result. On the date of any such reallocation, (i) each relevant Revolving Lender shall make
available to the Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine is necessary in order to cause, after giving effect to
such increased Domestic Revolving Commitments and the application of such amounts to prepay
Domestic Revolving Loans of other relevant Domestic Revolving Lenders, the Domestic
Revolving Loans to be held ratably by all Domestic Revolving Lenders in accordance with
their respective Domestic Revolving Commitments after giving effect to such increase, (ii)



46









 






the Company and any relevant Subsidiary Borrower shall be deemed to have prepaid and
reborrowed all outstanding Domestic Revolving Loans and (iii) the Company and any relevant
Subsidiary Borrower shall pay to the relevant Domestic Revolving Lenders the amounts, if
any, payable under Section 2.27 as a result of such prepayment.




     (c) The Company may at any time or from time to time after the Closing Date, by notice
to the Administrative Agent and the relevant Revolving Lenders, request that one or more of
the Revolving Lenders under the Domestic Revolving Facility reallocate a portion of their
respective Domestic Revolving Commitments to the Canadian Revolving Facility or the
Multicurrency Revolving Facility; provided that, after giving effect to any such
reallocation and any prepayment of the Domestic Revolving Loans (which may include a non
pro rata prepayment of the Domestic Revolving Lenders agreeing to such
reallocation), the Domestic Revolving Extensions of Credit shall not exceed the Domestic
Revolving Commitments. Each notice from the Company pursuant to this paragraph (c) shall
set forth the requested amount of such reallocation and date of such reallocation (which
shall be at least three Business Days after the date of such request) and shall also set
forth the agreement of the relevant Domestic Revolving Lenders to such reallocation.
Domestic Revolving Lenders agreeing to reallocate a portion of their Domestic Revolving
Commitments to such other Revolving Facility shall have such portion of their Domestic
Revolving Commitment reallocated as provided in such notice. On the date of any such
reallocation, (i) each relevant Revolving Lender shall make available to the Administrative
Agent such amounts in immediately available funds as the Administrative Agent shall
determine is necessary in order to cause, after giving effect to such reallocation and the
application of such amounts to prepay Revolving Loans under the relevant Revolving Facility
or Facilities, the Revolving Loans under each Revolving Facility to be held ratably by all
Revolving Lenders under such Facility in accordance with their respective Revolving
Commitments under such Revolving Facility after giving effect to such reallocation, (ii) the
Company and any relevant Subsidiary Borrower shall be deemed to have prepaid and reborrowed
all outstanding Revolving Loans under the relevant Facility or Facilities and (iii) the
Company and any relevant Subsidiary Borrower shall pay to the relevant Revolving Lenders the
amounts, if any, payable under Section 2.27 as a result of such prepayment(s).
Notwithstanding anything in this clause (c) to the
contrary, no Domestic Revolving Lender shall be obligated to transfer any portion of
its Domestic Revolving Commitments to the Canadian Revolving Facility or the Multicurrency
Revolving Facility unless such Revolving Lender agrees (it being understood that any Lender
that is not a Qualifying Canadian Lender shall not be entitled to a gross-up under Section
2.26).



          2.17 Optional Prepayments. The Company and any relevant Subsidiary Borrower may at any
time and from time to time prepay the Loans, in whole or in part, without premium or penalty
(except as provided in Section 2.24(b)), upon irrevocable notice delivered to the Administrative
Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case
of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such
prepayment, in the case of ABR Loans or Canadian Base Rate Loans, which notice shall specify the
applicable Facility and the date and amount of prepayment and whether the prepayment is of
Eurocurrency Loans, ABR Loans or Canadian Base Rate Loans; provided, that (a) if a
Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable
thereto, the Company or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to
Section 2.27 and (b) no Competitive Loan may be prepaid without the consent of the Lender thereof
except for any prepayment in connection with a Change of Control or in order to cure an Event of
Default; provided, further, that such notice to prepay the Loans delivered by the
Company may state that such notice is conditioned upon the effectiveness of other credit facilities
or a Change of Control, in either case, which such notice may be revoked by the Company (by further
notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not




47









 







affect the Company’s obligation to indemnify any Lender in accordance with Section 2.27 for any
loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice
the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is
given, the amount specified in such notice shall be due and payable on the date specified therein,
together with (except in the case of Revolving Loans or Swingline Loans that are ABR Loans or
Canadian Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments
of Term Loans and Revolving Loans shall be in an integral multiple of 1,000,000 of the Currency of
such Loan and no less than the Dollar Equivalent of $25,000,000. Partial prepayments of Swingline
Loans shall be in an aggregate principal amount of $10,000,000 or a whole multiple thereof.




     2.18 Mandatory Prepayments. (a) If any event requiring a Mandatory Prepayment pursuant to
Section 7 shall occur, the Company shall notify the Administrative Agent of any such Mandatory
Prepayment no later than 12:00 Noon, New York City time, one Business Day prior thereto. To the
extent that the holders of the Permitted Additional Notes do not accept any repurchase offer in
connection with a Mandatory Prepayment, the Company shall be permitted, at its option, to (i)
retain the amounts subject to such rejected offer or (ii) apply such amounts to optionally prepay
the outstanding Term Loans pursuant to Section 2.17. If more than one Eurocurrency Tranche is
outstanding, such prepayment shall be applied to such tranches in the order specified by the
Company or, if not specified, to the tranches starting with the shortest remaining Interest
Periods.




     (b) Amounts to be applied in connection with prepayments of the outstanding Term Loans
pursuant to this Section 2.18 shall be applied, first, to ABR Loans and,
second, to Eurocurrency Loans and, in each case, in accordance with Section 2.24(b).
Each prepayment of the Term Loans under this Section 2.18 shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid and without premium or penalty
(except as provided in Section 2.24(b) with respect to Mandatory Prepayments required
pursuant to Section 7.4(f)). If
no Term Loans are outstanding, such remaining amounts shall be retained by the Company
and its Subsidiaries.




     (c) On each Fee Payment Date, the Administrative Agent shall determine the Dollar
Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit as of
the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment
Period, the Dollar Equivalent of the aggregate outstanding Multicurrency Revolving
Extensions of Credit exceed the Multicurrency Revolving Commitments then in effect by 5% or
more, then the Administrative Agent shall notify the Company and within five Business Days
of such notice, the Company or the relevant Subsidiary Borrower shall prepay Multicurrency
Revolving Loans in an aggregate principal amount at least equal to such excess;
provided that the failure of the Administrative Agent to determine the Dollar
Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit as
provided in this Section 2.18 shall not subject the Administrative Agent to any liability
hereunder.




     (d) On each Fee Payment Date, the Administrative Agent shall determine the Dollar
Equivalent of the aggregate outstanding Domestic Revolving Extensions of Credit (based on
the Dollar Equivalent of the Outstanding Amount of any Letter of Credit denominated in a
Currency other than Dollars as of the last day of the related Fee Payment Period). If, as
of the last day of any Fee Payment Period, the aggregate outstanding Domestic Revolving
Extensions of Credit exceed the Domestic Revolving Commitments then in effect by 5% or more,
then the Administrative Agent shall notify the Company and within five Business Days of such
notice, the Company or the relevant Subsidiary Borrower shall prepay Domestic Revolving
Loans or Swingline Loans or Collateralize outstanding Letters of Credit in an aggregate
principal amount at least equal to such excess; provided that the failure of the
Administrative Agent to determine



48









 






the Dollar Equivalent of the aggregate outstanding
Domestic Revolving Extensions of Credit as provided in this Section 2.18 shall not subject
the Administrative Agent to any liability hereunder.




     (e) On each Fee Payment Date, the Administrative Agent shall determine the Dollar
Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit as of the
last day of the related Fee Payment Period. If, as of the last day of any Fee Payment
Period, the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of
Credit exceed the Canadian Revolving Commitments then in effect by 5% or more, then the
Administrative Agent shall notify the Company and within five Business Days of such notice,
the Company or the relevant Subsidiary Borrower shall prepay Canadian Revolving Loans in an
aggregate principal amount at least equal to such excess; provided that the failure
of the Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding
Canadian Revolving Extensions of Credit as provided in this Section 2.18 shall not subject
the Administrative Agent to any liability hereunder.



          2.19 Conversion and Continuation Options. (a) The Company or any Subsidiary Borrower may
elect from time to time to convert Eurocurrency Loans denominated in Dollars to ABR Loans by giving
the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New
York City time, on the third Business Day preceding the proposed conversion date, provided
that any such conversion of Eurocurrency Loans that is not made on the last day of an Interest
Period with respect thereto shall be subject to Section 2.27. The Company or any Subsidiary
Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in
Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than
12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date
(which notice shall specify the length of the initial Interest Period therefor); provided
that no ABR
Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars
when any Event of Default has occurred and is continuing and the Administrative Agent or the
Majority Facility Lenders in respect of such Facility have determined in its or their sole
discretion not to permit such conversions. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender, the Company and any relevant Subsidiary Borrower
thereof.





     (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then
current Interest Period with respect thereto by the Company or relevant Subsidiary Borrower
giving irrevocable notice to the Administrative Agent, in accordance with the applicable
provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next
Interest Period(s) to be applicable to such Loans; provided that no Eurocurrency
Loan denominated in Dollars under a particular Facility may be continued as such when any
Event of Default has occurred and is continuing and the Administrative Agent has or the
Majority Facility Lenders in respect of such Facility have determined in its or their sole
discretion not to permit such continuations (and the Administrative Agent shall notify the
Company within a reasonable amount of time of any such determination); and provided,
further, that if the Company or such Subsidiary Borrower shall fail to give any
required notice as described above in this paragraph such Loans shall be automatically
continued as a Eurocurrency Loan or an ABR Loans, as applicable, on the last day of such
then expiring Interest Period and, in the case of any Eurocurrency Loan, shall have an
Interest Period of the same duration as such expiring Interest Period. Upon receipt of any
such notice (or any such automatic continuation), the Administrative Agent shall promptly
notify each relevant Lender, the Company and any relevant Subsidiary Borrower thereof.



          2.20 Limitations on Eurocurrency Tranches. Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions and continuations of Eurocurrency Loans and all




49









 







selections of Interest Periods shall be in such amounts and be made pursuant to such elections so
that no more than (a) 20 Eurocurrency Tranches shall be outstanding at any one time with respect to
the Term Facility (and any Incremental Term Loan Facility) and (b) 30 Eurocurrency Tranches shall
be outstanding at any one time with respect to the Revolving Facilities.




          2.21 Interest Rates and Payment Dates. (a) Each Eurocurrency Loan shall bear interest for
each day during each Interest Period with respect thereto at a rate per annum equal to, in the case
of Revolving Loans or Term Loans, the Eurocurrency Rate determined for such Interest Period
plus the Applicable Margin.





     (b) Each Eurocurrency Competitive Loan shall bear interest at a rate per annum equal to
the Eurocurrency Base Rate applicable to such Loan plus (or minus, as applicable)
the Margin.




     (c) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus
the Applicable Margin.




     (d) Each Canadian Base Rate Loan shall bear interest of a rate per annum equal to the
Canadian Base Rate plus the Applicable Margin.




     (e) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.




     (f) Each Money Market Rate Loan shall bear interest during the Interest Period
applicable thereto at a rate per annum equal to the Money Market Rate applicable to such
Loan.




     (g) (i) If all or a portion of the principal amount of any Loan or Reimbursement
Obligation shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the
case of the Loans, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this Section plus 2% per annum or (y) in the case of
Reimbursement Obligations, the rate applicable to ABR Loans under the Domestic Revolving
Facility plus 2% per annum, and (ii) if all or a portion of any interest payable on
any Loan or Reimbursement Obligation or any facility fee, Letter of Credit Fee, Acceptance
Fee or prepayment premium payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum equal to the rate then applicable to ABR Loans or Canadian Base Rate Loans,
as applicable under the relevant Facility unless such overdue amount is denominated in an
Optional Currency, in which case such overdue amount shall bear interest of a rate per annum
equal to the highest rate then applicable under this Agreement to Multicurrency Revolving
Loans denominated in such Optional Currency plus 2% per annum (or, in the case of
any such other amounts that do not relate to a particular Facility, the rate then applicable
to ABR Loans under the Domestic Revolving Facility plus 2% per annum), in each case,
with respect to clauses (i) and (ii) above, from the date of such non-payment until such
amount is paid in full (as well after as before judgment).




     (h) Interest shall be payable in arrears on each Interest Payment Date,
provided that interest accruing pursuant to paragraph (g) of this Section shall be
payable from time to time on demand.



          2.22 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto
shall be calculated on the basis of a 360-day year for the actual days elapsed, except that (i)
with respect





50









 







to ABR Loans the rate of interest on which is calculated on the basis of the Prime
Rate or the US Base Rate (Canada) or Canadian Base Rate Loans or Acceptance Equivalent Loans, the
interest thereon and all Acceptance Fees shall be calculated on the basis of a 365- (or 366-, as
the case may be, except in the case of Acceptances or rates calculated based on the CDOR Rate) day
year for the actual days elapsed, (ii) interest and fees payable with respect to Multicurrency
Revolving Loans denominated in Pounds Sterling shall be calculated on the basis of a 365- (or 366-,
as the case may be) day year for the actual days elapsed and (iii) interest and fees payable with
respect to Multicurrency Loans denominated in any other Optional Currency shall be calculated on
the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed to the
extent consistent with market practice. For purposes of disclosure pursuant to the Interest Act
(Canada), the annual rates of interest or fees to which the rates of interest or fees provided in
this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be
computed on the basis of a 360 day year in respect of Loans denominated in Dollars and a 365 day
year in respect of Loans denominated in Canadian Dollars or any other period of time less than a
calendar year) are equivalent to the rates so determined multiplied by the actual number of days in
the applicable calendar year and divided by 360 or 365, as applicable, or such other period of
time, respectively. The Administrative Agent shall as soon as practicable notify the Company or
relevant Subsidiary Borrower and the relevant Lenders of each determination of a Eurocurrency Rate.
Any change in the interest rate on a Loan resulting from a change in the ABR, Canadian Base Rate
or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on
the day on which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Company or relevant Subsidiary Borrower and the relevant Lenders of the
effective date and the amount of each such change in interest rate.





     (b) Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Company, any Subsidiary
Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall,
at the request of the Company or any Subsidiary Borrower, deliver to the Company or such
Subsidiary Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.22(a).



          2.23 Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of
any Interest Period:





     (i) the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company or the relevant Subsidiary Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do not exist
for ascertaining the Eurocurrency Rate for such Interest Period, or




     (ii) the Administrative Agent shall have received notice from the Majority Facility
Lenders in respect of the relevant Facility that the Eurocurrency Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period, or




     (iii) the Administrative Agent determines (which determination shall be conclusive and
binding upon the Company or the relevant Subsidiary Borrower) that deposits in the
applicable Currency are not generally available in the applicable market (any Optional
Currency affected by the circumstances described in clause (i), (ii) or (iii) is referred to
as an “Affected Foreign Currency”);



51









 




the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and any
relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (A) pursuant to clause (i) or (ii) of this Section 2.23(a) in respect of
Eurocurrency Loans denominated in Dollars, then (1) any Eurocurrency Loans denominated in Dollars
under the relevant Facility requested to be made on the first day of such Interest Period shall be
made as ABR Loans, (2) any ABR Loans that were to have been converted on the first day of such
Interest Period to Eurocurrency Loans denominated in Dollars under the relevant Facility shall be
continued as ABR Loans and (iii) any outstanding Eurocurrency Loans denominated in Dollars under
the relevant Facility shall be converted, on the last day of the then-current Interest Period, to
ABR Loans and (B) in respect of any Multicurrency Revolving Loans denominated in an Optional
Currency, then (1) any Multicurrency Revolving Loans in an Affected Foreign Currency requested to
be made on the first day of such Interest Period shall not be made and (2) any outstanding
Multicurrency Revolving Loans in an Affected Foreign Currency shall be converted into Eurocurrency
Loans denominated in Dollars. Until such relevant notice has been withdrawn by the Administrative
Agent, no further Eurocurrency Loans denominated in Dollars under the relevant Facility or
Multicurrency Revolving Loans in an Affected Foreign Currency shall be made or continued as such,
nor shall the Company or any Subsidiary Borrower have the right to convert ABR Loans under the
relevant Facility to Eurocurrency Loans denominated in Dollars.





     (b) If prior to a borrowing by way of the issuance of Acceptances, the Administrative
Agent shall have determined (which determination shall be conclusive and binding upon the
Company and the relevant Canadian Borrower) that, by reason of circumstances affecting the
relevant money market, there is no market for Acceptances, then:




          (i) the Administrative Agent shall give telecopy or telephonic notice thereof to the
Company and each Canadian Borrower and the relevant Lenders as soon as practicable
thereafter, and




          (ii) the right of a Canadian Borrower to request an issuance of Acceptances shall be
suspended until the Administrative Agent determines that the circumstances causing such
suspension no longer exist and the Administrative Agent so notifies the Canadian Borrowers
and the affected Lenders,




          (iii) any Acceptances requested to be issued at such time shall not be issued and any
notice relating to such Acceptances shall be deemed to be a notice requesting a borrowing by
way of Canadian Base Rate Loans (as if such notice were given pursuant to Section 2.9).
Until such relevant notice has been withdrawn by the Administrative Agent, no further
Acceptances will be issued, nor shall the Company or any Canadian Borrower have the right to
convert Canadian Base Rate Loans to Acceptances.




     (c) If the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof shall make it unlawful for any Lender to make or maintain
Eurocurrency Loans or to accept and purchase Acceptances as contemplated by this Agreement,
such Lender shall give notice thereof to the Administrative Agent, the Company and any
affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law
(and, if the Company shall so request, provide the Company with a memorandum or opinion of
counsel of recognized standing (as selected by such Lender) as to such illegality),
following which, (i) in the case of Eurocurrency Loans, (A) the commitment of such Lender
hereunder to make Eurocurrency Loans, continue such Eurocurrency Loans as such and convert
ABR Loans to Eurocurrency Loans shall forthwith be cancelled, (B) such Lender’s outstanding
Eurocurrency Loans denominated in Dollars shall be converted automatically on the last day
of the then current Interest Periods with respect to such Loans (or within such earlier
period as shall be required by



52









 






law) to ABR Loans and (C) such Lender’s outstanding
Eurocurrency Loans denominated in any Optional Currency shall be paid in full on the
respective last days of the then current Interest Periods with respect to such Loans (or
within such earlier period as shall be required by law) and (ii) in respect of Acceptances,
(A) the commitment of such Lender hereunder to issue or accept Acceptances shall forthwith
be cancelled and (B) the full face amount of such Lender’s outstanding Acceptances shall be
repaid in full on the last day of the then current maturity dates with respect to such
Acceptances (or within such earlier period as shall be required by
law) or if not so repaid,
then the full face amount thereof shall be converted to Canadian Base Rate Loans.


If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Company or the relevant
Subsidiary Borrower whose Loan is converted or prepaid shall pay to such Lender such amounts, if
any, as may be required pursuant to Section 2.27.





     (d) If any provision of this Agreement or any of the other Loan Documents would
obligate any Canadian Borrower to make any payment of interest with respect to any of the
Canadian Revolving Extensions of Credit or other amount payable to the Administrative Agent
or any Canadian Revolving Lender in an amount or calculated at a rate which would be
prohibited by any Requirement of Law or would result in a receipt by the Administrative
Agent or such Canadian Revolving Lender of interest with respect to the Canadian Revolving
Extensions of Credit at a criminal rate (as such terms are construed under any applicable
law, including the Criminal Code (Canada)) then, notwithstanding such provision, such amount
or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount
or rate of interest,
as the case may be, as would not be so prohibited by any applicable law or so result in
a receipt by the Administrative Agent or such Canadian Revolving Lender of interest with
respect to the Canadian Revolving Extensions of Credit at a criminal rate, such adjustment
to be effected, to the extent necessary, as follows:




          (i) first, by reducing the amount or rates of interest required to be paid to
the Administrative Agent or the affected Canadian Revolving Lender under Section 2.21; and




          (ii) thereafter, by reducing any fees, commissions, premiums and other amounts
required to be paid to the Administrative Agent or the affected Canadian Revolving Lender
which would constitute interest with respect to the Canadian Revolving Extensions of Credit
for purposes of any applicable law, including Section 347 of the Criminal Code (Canada).


Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if
the Administrative Agent or any Canadian Revolving Lender shall have received an amount in excess
of the maximum permitted by any applicable law, including section 347 of the Criminal Code (Canada)
and the Interest Act (Canada), then the applicable Canadian Borrower shall be entitled, by notice
in writing to the Administrative Agent or the affected Canadian Revolving Lender, to obtain
reimbursement from the Administrative Agent or such Canadian Revolving Lender in an amount equal to
such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by
the Administrative Agent or such Canadian Revolving Lender to such Canadian Borrower. Any amount
or rate of interest referred to in this Section 2.23(d) shall be determined in accordance with
generally accepted actuarial practices and principles as an effective annual rate of interest over
the term that any Canadian Revolving Commitment remains outstanding on the assumption that any
charges, fees or expenses that fall within the meaning of “interest” (as defined in or construed by
any applicable law, including the Criminal Code (Canada)) shall, if they relate to a specific
period of time, be pro-rated over that period of time and otherwise be pro-rated over the period
from the Closing Date to the Revolving Termination Date and for the purpose of the Criminal Code
(Canada), in the event of a dispute, a




53









 







certificate of a Fellow of the Canadian Institute of
Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such
determination.




          2.24 Pro Rata Treatment and Payments; Evidence of Debt. (a) Each borrowing of Term Loans
or Revolving Loans under any Revolving Facility by the Company or any Subsidiary Borrower from the
Lenders hereunder, each payment by the Company on account of any facility fee and any reduction of
the Commitments of the Lenders shall be made pro rata according to the respective
Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders except to
the extent required or permitted pursuant to Sections 2.16(b), 2.16(c), 2.29. 2.30 and 2.33.





     (b) Each payment (including each prepayment) by the Company on account of principal of
and interest on the Term Loans shall be made pro rata according to the
respective outstanding principal amounts of the Term Loans then held by the Term Lenders
except to the extent required or permitted pursuant to Section 2.29. The amount of each
principal prepayment of the Term Loans shall be applied to reduce the then remaining
installments of the Term Loans as directed by the Company. Amounts paid on account of the
Term Loans may not be reborrowed. In the event that the Term Loans are paid in whole or in
part by the Company pursuant to Sections 2.17, 2.29, 7.4(f) or 10.1(c) or after acceleration
thereof following an Event of Default, the Company shall pay to the relevant Term Lenders a
prepayment premium on the principal amount so repaid as follows: (a) the Applicable Premium
if such repayment occurs on or prior to the second anniversary of the Closing Date and (b)
1.00% if such repayment occurs
after the second anniversary of the Closing Date but on or prior to the third
anniversary of the Closing Date.




     (c) Each payment (including each prepayment) by the Company or any Subsidiary Borrower
on account of principal of and interest on the Revolving Loans under any Revolving Facility
shall be made pro rata according to the respective outstanding principal
amounts of the Revolving Loans under such Revolving Facility then held by the Revolving
Lenders under such Revolving Facility except to the extent required or permitted pursuant to
Sections 2.16(b), 2.16(c), 2.29, 2.30 and 2.33. Except as otherwise provided in Section 8,
each such payment shall be paid in the relevant currency in which such Revolving Loan was
made.




     (d) All payments (including prepayments) to be made by the Company or any Subsidiary
Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be
made without setoff or counterclaim and shall be made prior to 3:00 P.M., New York City
time, on the due date thereof to the Administrative Agent, for the account of the Lenders,
at the Funding Office, in the applicable Currency and in immediately available funds, except
that payment of fronting fees owing to any Issuing Lender shall be made directly to the
relevant Issuing Lender. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment hereunder (other
than payments on the Eurocurrency Loans and the Eurocurrency Competitive Loans) becomes due
and payable on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurocurrency Loan or a Eurocurrency
Competitive Loan becomes due and payable on a day other than a Business Day, the maturity
thereof shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of any
extension of any payment of principal pursuant to the preceding two sentences, interest
thereon shall be payable at the then applicable rate during such extension.



54









 






     (e) Unless the Administrative Agent shall have been notified in writing by any Lender
prior to a borrowing that such Lender will not make the amount that would constitute its
share of such borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to the Company or
any Subsidiary Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall
pay to the Administrative Agent, on demand, such amount with interest thereon, (A) in the
case of amounts denominated in Dollars, at a rate up to the greater of (i) the Federal Funds
Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation, and (B) in the case of amount denominated
in any other Currency, at a rate determined by the Administrative Agent to be the cost to it
of funding such amount, in each case for the period until such Lender makes such amount
immediately available to the Administrative Agent. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this paragraph shall
be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is
not made available to the Administrative Agent by such Lender within three Business Days
after such Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon (A) in the case of amounts denominated in Dollars, at the rate
per annum applicable to ABR Loans under the relevant Facility, (B) in the case of amounts
denominated in Canadian Dollars, at the rate per annum applicable to Canadian Base Rate
Loans under the relevant Facility or (C) in the case of amounts denominated in any other
Currency, at a rate determined by the Administrative Agent to
be the cost to it of funding such amount, on demand, from the Company or the relevant
Subsidiary Borrower.




     (f) Unless the Administrative Agent shall have been notified in writing by the Company
or relevant Subsidiary Borrower prior to the date of any payment due to be made by the
Company or such Subsidiary Borrower hereunder that the Company or such Subsidiary Borrower
will not make such payment to the Administrative Agent, the Administrative Agent may assume
that the Company or such Subsidiary Borrower is making such payment, and the Administrative
Agent may, but shall not be required to, in reliance upon such assumption, make available to
the Lenders their respective pro rata shares of a corresponding amount. If
such payment is not made to the Administrative Agent by the Company or relevant Subsidiary
Borrower within three Business Days after such due date, the Administrative Agent shall be
entitled to recover, on demand, from each Lender to which any amount which was made
available pursuant to the preceding sentence, (A) in the case of amounts denominated in
Dollars, such amount with interest thereon at the rate per annum equal to the daily average
Federal Funds Effective Rate and (B) in the case of amounts denominated in other Currencies,
such amount with interest thereon at a rate per annum determined by the Administrative Agent
to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the
rights of the Administrative Agent or any Lender against the Company or any Subsidiary
Borrower.




     (g) Notwithstanding anything to the contrary in this Section 2.24, proceeds of the
Collateral that are applied to pay the Loans while a Notice of Acceleration is in effect
shall be applied pursuant to Section 3.4 of the Collateral Trust Agreement.




     (h) Notwithstanding anything to the contrary in this Section 2.24, following a
Collateral Release Date and while a Notice of Acceleration is in effect, all payments and
distributions by the Administrative Agent on account of Obligations shall be applied (except
as otherwise agreed to by the Administrative Agent and the Majority Facility Lenders under
each



55









 






Facility adversely effected thereby and, in the case of clause (vi), the Company) in
the following order:




     (i) first, to pay Obligations in respect of any fees, expense reimbursements or
indemnities then due to the Administrative Agent;




     (ii) second, to pay Obligations in respect of any fees, expense reimbursements
or indemnities then due to the Lenders and Issuing Lenders;




     (iii) third, to pay interest then due and payable in respect of all
Obligations;




     (iv) fourth, to pay or prepay principal payments (and, when applicable, to
provide cash collateral) for all Obligations;




     (v) fifth, to pay all other Obligations; and




     (vi) sixth, as directed by the Company.


provided, however, that if sufficient funds are not available to fund all payments
to be made in respect of any of the Obligations set forth in any of clauses (i) through (v) above,
the available funds being applied with respect to any such Obligation (unless otherwise specified
in such clause) shall be allocated to the payment of such Obligations ratably, based on the
proportion of the Administrative Agent’s, each
Lender’s and each Issuing Lender’s interest in the aggregate outstanding Obligations described in
such clauses.





     (i) Each of the Company and the Subsidiary Borrowers agrees that, upon the request to
the Administrative Agent by any Lender, the Company or the applicable Subsidiary Borrower
will promptly execute and deliver to such Lender a promissory note of the Company or such
Subsidiary Borrower evidencing any Term Loans or Revolving Loans, as the case may be, of
such Lender, substantially in the forms of Exhibit U-1 or U-2, respectively (a “Term
Note” or “Revolving Note”, respectively), with appropriate insertions as to date
and principal amount.



          2.25 Requirements of Law. Except with respect to Taxes, which shall be governed
exclusively by Section 2.26 of this Agreement and except with respect to Competitive Loans to which
this Section 2.25 shall be inapplicable:





     (a) If the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof or compliance by any Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:




          (i) shall impose, modify or hold applicable any reserve, special deposit, compulsory
loan or similar requirement against assets held by, deposits or other liabilities in or for
the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender that is not otherwise included in the determination
of the Eurocurrency Rate; or




          (ii) shall impose on such Lender any other condition;


and the result of any of the foregoing is to increase the cost to such Lender, by an amount that
such Lender deems material, of making, converting into, continuing or maintaining Eurocurrency
Loans or




56









 







issuing or participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Company or the relevant Subsidiary
Borrower shall pay such Lender, within 15 Business Days of receipt of notice from the relevant
Lender as described below, any additional amounts necessary to compensate such Lender for such
increased cost or reduced amount receivable. If any Lender becomes entitled to claim any
additional amounts pursuant to this paragraph, it shall promptly notify the Company and any
relevant Subsidiary Borrower (with a copy to the Administrative Agent) of the event by reason of
which it has become so entitled (including a reasonably detailed calculation of such amounts).





     (b) If any Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or application
thereof or compliance by such Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the force of law)
from any Governmental Authority made subsequent to the date hereof shall have the effect of
reducing the rate of return on such Lender’s or such corporation’s capital as a consequence
of its obligations hereunder or under or in respect of any Letter of Credit to a level below
that which such Lender or such corporation could have achieved but for such adoption, change
or compliance (taking into consideration such Lender’s or such corporation’s policies with
respect to capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, within 15 Business Days after submission by such Lender to the Company and any
relevant Subsidiary Borrower (with a copy to the Administrative Agent) of a written request
therefor (together with a reasonably
detailed description and calculation of such amounts), the Company and any relevant
Subsidiary Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such corporation for such reduction.




     (c) A certificate as to any additional amounts payable pursuant to this Section
submitted by any Lender to the Company and the relevant Subsidiary Borrower (with a copy to
the Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Company or relevant Subsidiary
Borrower shall not be required to compensate a Lender pursuant to this Section for any
amounts incurred more than six months prior to the date that such Lender notifies the
Company or such Subsidiary Borrower of such Lender’s intention to claim compensation
therefor; provided that, if the circumstances giving rise to such claim have a
retroactive effect, then such six-month period shall be extended to include the period of
such retroactive effect. The obligations of the Company or relevant Subsidiary Borrower
pursuant to this Section shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.



          2.26 Taxes. (a) All payments made by the Company or any Subsidiary Borrower under this
Agreement (other than in respect of any Competitive Loans as to which this Section 2.26(a) shall
not apply) shall be made free and clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by
any Governmental Authority, excluding (a) net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or
former connection between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing authority thereof
or therein (other than any such connection arising solely from the Administrative Agent or such
Lender having executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document) and (b) any branch profit taxes imposed by the
United States or any similar tax imposed by any other Governmental Authority. If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings
(“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any




57









 







amounts payable
to the Administrative Agent or any Lender hereunder, (i) the Company or such Subsidiary Borrower
(as applicable) shall make such deductions and shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable Laws and (ii) the amounts so payable to the
Administrative Agent or such Lender hereunder shall be increased to the extent necessary to yield
to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other
Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement, provided, however, that neither the Company nor any
Subsidiary Borrower shall be required to increase any such amounts payable to the Administrative
Agent or any Lender with respect to any Non-Excluded Taxes except to the extent that any change in
applicable law, treaty or governmental rule, regulation or governmental authorization after the
time such Lender (including any new or successor Swingline Lender, Issuing Lender or Administrative
Agent) becomes a party to this Agreement (“Change in Tax Law”), shall result in an increase
in the rate of any deduction, withholding or payment from that in effect at the time such Lender
becomes a party to this Agreement, in respect of payments to such Lender hereunder, but only to the
extent of such increase. Notwithstanding anything to the contrary herein, neither the Company nor
any Subsidiary Borrower shall be required to increase any amounts payable to the Administrative
Agent or any Lender with respect to any Non-Excluded Taxes that are attributable to such Person’s
failure to comply with the requirements of paragraph (d) or (e) of this Section 2.26 except as such
failure relates to a Change in Tax Law rendering such Person legally unable to comply.





     (b) In addition, the Company or any relevant Subsidiary Borrower shall pay any Other
Taxes over to the relevant Governmental Authority in accordance with applicable law.




     (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Company or any
Subsidiary Borrower, as promptly as possible thereafter the Company or such Subsidiary
Borrower shall send to the Administrative Agent for its own account or for the account of
the relevant Lender, as the case may be, a certified copy of an original official receipt
received by the Company or such Subsidiary Borrower showing payment thereof. If the Company
or any Subsidiary Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to
the appropriate taxing authority or fails to remit to the Administrative Agent the required
receipts or other required documentary evidence, the Company and each Subsidiary Borrower
shall indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest, additions to tax, expenses or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure; provided,
however, no such indemnification obligation shall arise if the failure to pay any
Non-Excluded Taxes when due arose solely from or was caused solely by, directly or
indirectly, any breach of any representation or covenant in this Agreement by the applicable
Lender or the Administrative Agent. The indemnification payment under this Section 2.26(c)
shall be made within 30 days after the date the Administrative Agent or such Lender (as the
case may be) makes a written demand therefor (together with a reasonably detailed
calculation of such amounts).




     (d) Each Lender (or Transferee) (i) that is not a “U.S. Person” as defined in Section
7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Company and the
Administrative Agent two copies of either U.S. Internal Revenue Service Form W-8BEN or Form
W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of
“portfolio interest”, a statement substantially in the form of Exhibit Q and a Form W-8BEN,
or any subsequent versions thereof or successors thereto, properly completed and duly
executed by such Non-U.S. Lender claiming complete exemption from U.S. federal withholding
tax on all payments by the Company or any Subsidiary Borrower under this Agreement and the
other Loan Documents and (ii) that is a “U.S. Person” as defined in Section 7701(a)(30) of
the Code shall deliver to the Company and the Administrative Agent (or in the case of a
Participant, to the Lender from which the related



58









 






participation shall have been purchased)
two properly completed and duly executed copies of U.S. Internal Revenue Service Form W-9.
Such forms shall be delivered by each Lender on or before the date it becomes a party to
this Agreement (or, in the case of any Participant, on or before the date such Participant
purchases the related participation). Thereafter, each Lender shall, to the extent it is
legally able to do so, deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Lender at any other time prescribed by applicable law
or as reasonably requested by the Company. If any Commitment is reallocated in accordance
with Section 2.16(b), then the relevant Revolving Lender (to whom such Commitment has been
reallocated) shall deliver, on the effective date of such reallocation, all such forms that
it is legally able to deliver. In the event of a Change in Tax Law, each Lender shall
deliver all such forms that it is legally able to deliver, including any form claiming a
reduced rate of U.S. federal withholding tax on payments by the Company or any Domestic
Subsidiary Borrower under this Agreement and any other Loan Document. Each Non-U.S. Lender
shall promptly notify the Company at any time it determines that it is no longer in a
position to provide any previously delivered certificate to the Company (and any other form
of certification adopted by the U.S. taxing authorities for such purpose).




     (e) With respect to each Subsidiary Borrower, a Lender or Transferee shall deliver to
the Company (with a copy to the Administrative Agent), prior to the first date any payment
is due
to be paid from or by such Subsidiary Borrower to it hereunder, any form or certificate
required in order that any payment by such Subsidiary Borrower under this Agreement or the
other Loan Documents to such Lender may be made free and clear of, and without deduction or
withholding for or on account of, any Non-Excluded Taxes imposed on such payment under the
laws of the jurisdiction under which such Subsidiary Borrower is incorporated or organized.
If any Commitment is reallocated in accordance with Section 2.16(c), then the relevant
Revolving Lender (to whom such Commitment has been reallocated) shall deliver on the
effective date of such reallocation, all such forms that it is legally able to deliver,
including any form claiming a reduced rate of non-U.S. withholding tax on payments made by
the relevant Subsidiary Borrower to such Revolving Lender under this Agreement and the other
Loan Documents. In the event of a Change in Tax Law after the date such Subsidiary Borrower
makes the first payment, a Lender or Transferee shall deliver all such required forms that
it is legally able to deliver, including any form claiming a reduced rate of non-U.S.
withholding tax on payments by such Subsidiary Borrower under this Agreement and the other
Loan Documents.




     (f) Notwithstanding any other provision hereof, neither the Company nor any Subsidiary
Borrower shall have any obligation to pay any additional amounts pursuant to this Section
2.26 to any Canadian Revolving Lender lending to a Canadian Borrower in respect of any time
after which such Canadian Revolving Lender has ceased to maintain its status as a Qualifying
Canadian Lender, except in the event that the Canadian Revolving Lender has ceased to
maintain its status as a Qualifying Canadian Lender due to a Change in Tax Law.




     (g) If the Administrative Agent, any Transferee or any Lender determines, in its sole
good faith discretion, that it has received a refund of any Non-Excluded Taxes or Other
Taxes as to which it has been indemnified by the Company or any Subsidiary Borrower or with
respect to which the Company or any Subsidiary Borrower has paid additional amounts pursuant
to this Section 2.26, it shall pay over such refund to the Company or such Subsidiary
Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by
the Company or such Subsidiary Borrower under this Section 2.26 with respect to the
Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, such Transferee or such Lender and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such
refund); provided, that the Company or such



59









 






Subsidiary Borrower, upon the request of
the Administrative Agent, such Transferee or such Lender, agrees to repay the amount paid
over to the Company or such Subsidiary Borrower (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative Agent, such
Transferee or such Lender in the event the Administrative Agent, such Transferee or such
Lender is required to repay such refund to such Governmental Authority. This paragraph shall
not be construed to (i) interfere with the right of the Administrative Agent, any Transferee
or any Lender to arrange its tax affairs in whatever manner it sees fit, (ii) obligate the
Administrative Agent, any Transferee or any Lender to claim any tax refund, (iii) require
the Administrative Agent, any Transferee or any Lender to make available its tax returns (or
any other information relating to its taxes or any computation in respect thereof which it
deems in its sole discretion to be confidential) to the Company, any Subsidiary Borrower or
any other Person, or (iv) require the Administrative Agent, any Transferee or any Lender to
do anything that would in its sole discretion prejudice its ability to benefit from any
other refunds, credits, reliefs, remissions or repayments to which it may be entitled.




     (h) Each Assignee shall be bound by this Section 2.26.




     (i) The agreements in this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.



          2.27 Indemnity. The Company or relevant Subsidiary Borrower agrees to indemnify each
Lender for, and to hold each Lender harmless from, any actual loss or expense that such Lender may
sustain or incur as a consequence of (a) default by the Company or relevant Subsidiary Borrower in
making a borrowing of, conversion into or continuation of Eurocurrency Loans after the Company or
such Subsidiary Borrower has given a notice requesting the same in accordance with the provisions
of this Agreement, (b) default by the Company or relevant Subsidiary Borrower in making any
prepayment of or conversion from Eurocurrency Loans after the Company or such Subsidiary Borrower
has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a
prepayment of Eurocurrency Loans (or the conversion of a Eurocurrency Loan into a Loan of a
different Type) on a day that is not the last day of an Interest Period with respect thereto or (d)
the assignment of any Eurocurrency Loan other than on the last day of an Interest Period therefor
as a result of a request by the Company pursuant to Section 2.29. Such indemnification may include
an amount up to the excess, if any, of (i) the amount of interest that would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of such Interest
Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that would have
accrued to such Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank eurocurrency market. A certificate as to any amounts payable
pursuant to this Section submitted to the Company and the relevant Subsidiary Borrower by any
Lender (together with a reasonably detailed calculation of such amounts) shall be conclusive in the
absence of manifest error and shall be payable within 30 days of receipt of any such notice. The
agreements in this Section 2.27 shall survive the termination of this Agreement and the payment of
the Loans hereunder.




          2.28 Change of Applicable Lending Office. Each Lender agrees that, upon the occurrence of
any event giving rise to the operation of Section 2.25 or 2.26(a) with respect to such Lender, it
will, if requested by the Company, use reasonable efforts (subject to overall policy considerations
of such Lender) to designate another Applicable Lending Office for any Loans affected by such event
with the object of avoiding or minimizing the consequences of such event; provided, that
such designation is made on terms that, in the reasonable judgment of such Lender, do not cause
such Lender




60









 







and its lending office(s) to suffer any material economic, legal or regulatory
disadvantage; and provided, further, that nothing in this Section shall affect or
postpone any of the obligations of the Company or any Subsidiary Borrower or the rights of any
Lender pursuant to Section 2.25 or 2.26(a).




          2.29 Replacement/Termination of Lenders. The Company shall be permitted to replace with a
replacement financial institution or terminate the Commitments and repay any outstanding Loans of
any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.25 or 2.26(a),
(b) defaults in its obligation to make Loans hereunder, (c) fails to give its consent for any
amendment or waiver requiring the consent of 100% of the Lenders or all affected Lenders (and such
Lender is an affected Lender) or 100% of the Lenders under a particular Facility and for which
Lenders holding at least 66 2/3% of the Loans and/or Commitments required for such vote have
consented or (d) fails to give its consent to an extension of the Revolving Termination Date to
which the Majority Facility Lenders under the Revolving Facility have consented; provided
that (i) no Event of Default shall have occurred and be continuing at the time of such replacement,
(ii) the replacement financial institution or the Company, as applicable, shall purchase or
repay, at par plus accrued interest and accrued fees thereon, all Loans owing to such replaced or
terminated Lender on or prior to the date of replacement or termination, (iii) the Company shall be
liable to such replaced or terminated Lender under Section 2.27 if any Eurocurrency Loan owing to
such replaced Lender shall be purchased or repaid other than on the last day of the Interest Period
relating thereto, (iv) any replacement financial institution, if not a Lender, shall be reasonably
satisfactory to the Administrative Agent, (v) any replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 10.6 (provided that the Company
shall be obligated to pay the registration and processing fee referred to therein), (vi) until such
time as such replacement shall be consummated, the Company shall pay all additional amounts (if
any) required pursuant to Section 2.25 or 2.26(a), as the case may be, (vii) any such replacement,
termination and/or repayment shall not be deemed to be a waiver of any rights that the Company, the
Administrative Agent or any other Lender shall have against the replaced Lender and (viii) if such
Lender is being replaced or terminated pursuant to clause (c) of this Section 2.29, the Company
shall have paid to such Lender the prepayment premium, if any, that would be applicable at the date
of such termination or replacement if such Lender had received a prepayment on such date pursuant
to Section 2.17.




          2.30 New Local Facilities. (a) The Company may at any time or from time to time after the
Closing Date, by notice to the Administrative Agent and the Revolving Lenders, request the
Revolving Lenders to designate a portion of their respective Revolving Commitments under any
Revolving Facility to make Revolving Extensions of Credit denominated in Dollars and any Optional
Currency in a jurisdiction outside of the United States pursuant to a newly established
sub-facility or sub-facilities under any Revolving Facility or a separate revolving facility (each,
a “New Local Facility”); provided that (i) both at the time of any such request and
upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of
Default shall have occurred and be continuing; provided further that no Lender
shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment, and
(ii) after giving effect to any such New Local Facility, the Domestic Revolving Extensions of
Credit shall not exceed the Domestic Revolving Commitments, the Canadian Revolving Extensions of
Credit shall not exceed the Canadian Revolving Commitments and the Multicurrency Revolving
Extensions of Credit shall not exceed the Multicurrency Revolving Commitments. Each New Local
Facility shall be in a minimum Dollar Equivalent amount of $100,000,000. Each notice from the
Company pursuant to this Section 2.30 shall set forth the requested amount and proposed terms of
the relevant New Local Facility and the Revolving Facility or Facilities designated by the Company
to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders
wishing to designate a portion of their Revolving Commitments under a designated Facility to a New
Local Facility (each, a “New Local Facility Lender”) shall have such portion of their
Revolving Commitment under such Facility designated to such New Local Facility on a pro
rata basis in accordance with the aggregate Revolving Commitments of the other New Local
Facility Lenders;





61









 







provided that no Lender may so reallocate its Revolving Commitments to a
New Local Facility if such reallocation would result in amounts being payable by the Company or any
Subsidiary Borrower under Section 2.25 or Section 2.26 unless such Lender changes its Applicable
Lending Office to avoid such a result or the Company otherwise consents. The designation of
Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a
“Local Facility Amendment”) to this Agreement and, as appropriate, the other Loan
Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility
Lender. Notwithstanding anything in this Section 2.30 to the contrary, no Revolving Lender shall
be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it
so agrees.





     (b) Notwithstanding the terms of Section 10.1(a), any Local Facility Amendment may,
without the consent of any other Lenders, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent and the Company, to implement the provisions of this Section, a
copy of which shall be made available to each Lender.



          2.31 Incremental Term Loan Facilities. (a) The Company may from time to time notify the
Administrative Agent that certain of the Lenders designated by the Company shall become Incremental
Lenders and/or that additional lenders shall be added to this Agreement as Incremental Lenders with
Commitments for the purpose of establishing an Incremental Term Loan Facility by executing and
delivering to the Administrative Agent an Incremental Term Loan Activation Notice signed by such
Lenders or such additional lenders and specifying (i) the respective Incremental Term Loan
Commitment of such Incremental Lenders, (ii) the applicable Incremental Term Loan Closing Date,
(iii) the applicable Incremental Term Loan Maturity Date, (iv) the amortization schedule for the
applicable Incremental Term Loans, (v) the Currency of the applicable Incremental Term Loans, (vi)
the Applicable Margin for the Incremental Term Loans to be made pursuant to such Incremental Term
Loan Activation Notice, (vii) the borrower thereof (which shall be the Company or a Subsidiary
Borrower) and (viii) any additional terms applicable to such Incremental Term Loans to be made
pursuant to such Incremental Term Loan Activation Notice (in each case, as agreed between the
Company and the Incremental Lenders providing such Incremental Term Loans), and otherwise duly
completed; provided that (A) after giving effect to the incurrence of such Incremental Term
Loans and use of proceeds thereof, no Default or Event of Default shall be continuing and the
Borrowing Base Coverage Ratio shall be at least 1.00 to 1.00, (B) the Incremental Term Loan
Maturity Date applicable to such Incremental Term Loans shall be no earlier than the Term Loan
Maturity Date, (C) the weighted average life to maturity of such Incremental Term Loans shall be
longer than the weighted average life to maturity of the Term Loans then outstanding and (D) if any
terms added to such Incremental Term Loans pursuant to the foregoing clause (viii) (other than in
respect respect of interest rates, fees, call features or premiums) are less favorable to the
Company and its Subsidiaries than the terms of this Agreement at such time, the Company and the
Administrative Agent shall have entered into an amendment of this Agreement to include such
additional terms for the benefit of all Lenders hereunder.





     (b) Each Incremental Lender that is a signatory to an Incremental Term Loan Activation
Notice severally agrees, on the terms and conditions of this Agreement, to make a term loan
(an “Incremental Term Loan”) to the Company or the applicable Subsidiary Borrower on
the Incremental Term Loan Closing Date specified in such Incremental Term Loan Activation
Notice in a principal amount equal to the Incremental Term Loan Commitment of such
Incremental Lender specified in such Incremental Term Loan Activation Notice. Nothing in
this Section 2.31 shall be construed to obligate any Lender to execute an Incremental Term
Loan Activation Notice.



62









 






     (c) The Company shall give the Administrative Agent irrevocable written (or telephonic
promptly confirmed in writing) notice of the borrowing of any Incremental Term Loans under
any Incremental Term Loan Facility (which notice must be received by the Administrative
Agent prior to 12:00 Noon, New York time, (i) three Business Days prior to the applicable
Incremental Term Loan Closing Date, in the case of Eurocurrency Loans, or (ii) one Business
Day prior to the applicable Incremental Term Loan Closing Date, in the case of ABR Loans),
specifying (A) the amount and Type of Incremental Term Loans to be borrowed, (B) the
applicable Incremental Term Loan Closing Date and (C) in the case of Eurocurrency Loans, the
respective amounts of each such Type of Loan and the respective lengths of the initial
Interest Period therefor. Each borrowing under any Incremental Term Loan Facility shall be
in an amount equal to at least minimum amount specified in the relevant Incremental Term
Loan Activiation Notice. Upon receipt of any such notice with respect to an Incremental
Term Loan Facility, the
Administrative Agent shall promptly notify each relevant Incremental Lender thereof.
Each relevant Incremental Lender will make its respective Incremental Term Loan available to
the Administrative Agent for the account of the Company at the office of the Administrative
Agent specified in Section 10.2 prior to 12:00 Noon, New York City time, on the applicable
Incremental Term Loan Closing Date in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Company or the relevant Subsidiary
Borrower by the Administrative Agent as the Company or such Subsidiary Borrower may direct
with the aggregate of the amounts made available to the Administrative Agent by the
applicable Lenders and in like funds as received by the Administrative Agent. The
provisions of this paragraph shall be subject to any applicable limitations or requirements
in the relevant Incremental Term Loan Activation Notice.




     (d) Notwithstanding the terms of Section 10.1(a), the Company and the Administrative
Agent shall be entitled to enter into any amendments to this Agreement that the
Administrative Agent believes are necessary to appropriately include, or provide for, the
integration of any Incremental Term Loans under this Agreement and matters required by
clause (D) of the proviso to Section 2.31(a) (including, if applicable, in connection with
the establishment of a Permitted Additional Senior Facility).



          2.32 Incremental Revolving Commitments/Facilities. (a) The Company may from time to time
notify the Administrative Agent that certain of the Lenders designated by the Company and/or that
additional lenders shall be added to this Agreement as Incremental Lenders with Commitments for the
purpose of either increasing the existing Revolving Commitments under any Revolving Facility (a
“Revolving Commitment Increase”) or establishing an Incremental Revolving Facility by
executing and delivering to the Administrative Agent an Incremental Revolving Activation Notice
signed by such Lenders or such additional lenders and specifying (i) the respective Incremental
Revolving Loan Commitments of such Incremental Lenders, (ii) the applicable Incremental Revolving
Facility Closing Date or Revolving Commitment Increase Date, and (iii) with respect to any
Incremental Revolving Facility (A) the applicable Incremental Revolving Loan Maturity Date, (B) the
Currency or Currencies available under such Incremental Revolving Facility, (C) the borrower(s)
thereunder (which may be the Company and any Subsidiary Borrowers), (D) the Applicable Margin and
other fees applicable to Incremental Revolving Loans and other extensions of credit to be made
available under such Incremental Revolving Facility, and (E) any additional terms applicable to
such Incremental Revolving Facility, including the borrowing procedures related thereto (in each
case, as agreed between the Company and the Incremental Lenders providing such Incremental
Revolving Loans), and otherwise duly completed; provided that (1) after giving effect to
such Revolving Commitment Increase or Incremental Revolving Facilty (including the incurrence of
any Incremental Revolving Loans on the applicable Revolving Commitment Increase Date or Incremental
Revolving Facility Closing Date and use of proceeds thereof), no Default or Event of Default shall
be continuing and the Borrowing Base Coverage




63









 







Ratio (assuming the applicable Incremental Revolving
Facility is fully drawn) shall be at least 1.00 to 1.00, (2) the Incremental Revolving Loan
Maturity Date applicable to such Incremental Revolving Facility shall be no earlier than the
Revolving Termination Date then in effect, and (3) if any terms added to such Incremental Revolving
Facility pursuant to the foregoing clause (E) (other than in respect respect of interest rates,
fees, call features or premiums) are less favorable to the Company and its Subsidiaries than the
terms of this Agreement at such time, the Company and the Administrative Agent shall have entered
into amendments this Agreement to include such additional terms for the benefit of all Lenders
hereunder.





     (b) Each Incremental Lender that is a signatory to an Incremental Revolving Loan
Activation Notice severally agrees, on the terms and conditions of this Agreement, to make
revolving credit loans (each, an “Incremental Revolving Loan”) to the Company
and/or the applicable Subsidiary Borrowers from time to time on or after the Incremental
Revolving Loan Closing Date or Revolving Commitment Increase Date specified in such
Incremental Revolving Loan Activation Notice in an aggregate principal amount outstanding at
any time up to but not exceeding the amount of the Incremental Revolving Commitment of such
Incremental Lender specified in such Incremental Revolving Loan Activation Notice, subject
to the terms of this Agreement and the applicable Incremental Revolving Loan Activation
Notice. Nothing in this Section 2.32 shall be construed to obligate any Lender to execute
an Incremental Revolving Loan Activation Notice.




     (c) On any Revolving Commitment Increase Date, in the event any Revolving Loans under
the relevant Revolving Facility are then outstanding, (i) each relevant Incremental
Revolving Lender shall make available to the Administrative Agent such amounts in
immediately available funds as the Administrative Agent shall determine is necessary in
order to cause, after giving effect to such increased Revolving Commitments and the
application of such amounts to prepay Revolving Loans under the relevant Revolving Facility
of other relevant Revolving Lenders under the relevant Revolving Facility, the Revolving
Loans under the relevant Revolving Facility to be held ratably by all Revolving Lenders
under the relevant Revolving Facility in accordance with their respective Revolving
Commitments under the relevant Revolving Facility after giving effect to such increase, (ii)
the Company and any relevant Subsidiary Borrower shall be deemed to have prepaid and
reborrowed all outstanding Revolving Loans under the relevant Revolving Facility and (iii)
the Company and any relevant Subsidiary Borrower shall pay to the relevant Revolving Lenders
the amounts, if any, payable under Section 2.27 as a result of such prepayment.




     (d) Notwithstanding the terms of Section 10.1(a), the Company and the Administrative
Agent shall be entitled to enter into any amendments to this Agreement that the
Administrative Agent believes are necessary to appropriately include, or provide for the
integration of, any Revolving Commitment Increase or any Incremental Revolving Facility
under this Agreement and matters required by clause (3) of the proviso to Section 2.32(a)
(including, if applicable, in connection with the establishment of a Permitted Additional
Senior Facility).



          2.33 Revolving Termination Date Extension. (a) The Company may at any time and from time
to time, by notice to the Administrative Agent, request a one-year or two-year extension of the
Revolving Termination Date and, at the Company’s option, amend the Applicable Margins for the
Revolving Facilities in connection with such request; provided that no Default or Event of
Default has occurred and is continuing as of the date of such request. Upon receipt of any such
notice the Administrative Agent shall promptly notify each Revolving Lender thereof. Each
Revolving Lender shall respond to such request in writing within 30 calendar days after such
request and any failure of a Revolving Lender to respond shall be deemed to be a denial of such
request. If the Majority Revolving




64









 







Lenders agree to such extension, the Revolving Termination Date
shall be extended to the date specified in the Company’s extension request and with the amended
Applicable Margin, if any, specified in such extension request subject, with respect to each
Non-Extending Lender, to the provisions of Section 2.33(b).





     (b) If any Revolving Lender does not consent to any extension request pursuant to
Section 2.33(a) (a “Non-Extending Lender”) but the Majority Revolving Lenders agree
to such extension (each such Lender, an “Extending Lender”), then (i) the Revolving
Termination Date for each Extending Lender shall be extended to the date specified in the
Company’s extension request and, if applicable, the Applicable Margins amended with respect
to the Extending
Lenders only and (ii) the Revolving Commitments of each Non-Extending Lender and the
existing Applicable Margins shall, subject to the terms of Section 2.29, continue until the
Revolving Termination Date for such Non-Extending Lender in effect prior to such extension.




     (c) Notwithstanding the terms of Section 10.1(a), the Company and the Administrative
Agent shall be entitled to enter into any amendments to this Agreement that the
Administrative Agent believes are necessary to appropriately reflect, or provide for the
integration of, any extension of the Revolving Termination Date or change in Applicable
Margins pursuant to this Section 2.33.



SECTION 3. LETTERS OF CREDIT




          3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender,
in reliance on the agreements of the Domestic Revolving Lenders set forth in Section 3.4(a), agrees
to issue letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each
a “Letter of Credit”) for the account of the Company, any Domestic Subsidiary Borrower or
any other Subsidiary on any Business Day during the Revolving Commitment Period in such form as may
be reasonable and customary for the purpose thereof; provided that (i) no Issuing Lender
shall issue any Letter of Credit if, after giving effect to such issuance, (A) the Outstanding
Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s
L/C Commitment then in effect, (B) the aggregate amount of the Available Domestic Revolving
Commitments would be less than zero, (C) the Outstanding Amount of all Letters of Credit would
exceed the L/C Sublimit then in effect, (D) the Outstanding Amount of Borrowing Base Debt would
exceed the Borrowing Base at such date or (E) the Total Revolving Extensions of Credit would exceed
the Total Revolving Commitments then in effect and (ii) the Company shall be a co-applicant, and
jointly and severally liable with respect to, each Letter of Credit issued for the account of a
Subsidiary that is not a Subsidiary Borrower. Each Letter of Credit shall (x) be denominated in
Dollars or, if agreed by the Issuing Lender, any Optional Currency and (y) expire no later than the
date that is one year after the latest Revolving Termination Date in effect at the time such Letter
of Credit is issued (or such later date as the relevant Issuing Lender shall agree).





     (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if
such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to
exceed any limits imposed by, any applicable Requirement of Law.



          3.2 Procedure for Issuance of Letter of Credit. The Company or any Subsidiary Borrower may
from time to time request that any Issuing Lender issue a Letter of Credit by delivering to such
Issuing Lender at its address for notices specified herein an Application therefor, completed to
the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and
other papers and information as the Issuing Lender may reasonably request. Upon receipt of any
Application, the relevant Issuing Lender will process such Application and the certificates,
documents and other papers and information delivered to it in connection therewith in accordance
with its customary procedures and




65









 







shall promptly issue the Letter of Credit requested thereby (but
in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other certificates,
documents and other papers and information relating thereto) by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing
Lender and the Company or relevant Subsidiary Borrower. The relevant Issuing Lender shall furnish
a copy of such Letter of Credit to the Company or relevant Subsidiary Borrower promptly following
the issuance thereof. The relevant
Issuing Lender shall promptly furnish to the Administrative Agent notice of the issuance of each
Letter of Credit (including the amount thereof). No Issuing Lender shall issue any Letter of
Credit in the period commencing on the first Business Day after it receives written notice from the
Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall
not on such date be satisfied, and ending when such conditions are satisfied. The Administrative
Agent shall immediately notify the Issuing Lenders upon becoming aware that such conditions in
Section 5.2 are thereafter satisfied. The Issuing Lenders shall not otherwise be required to
determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been
satisfied in connection with the issuance of any Letter of Credit.




          3.3 Fees and Other Charges. The Company will pay a fee (the “Letter of Credit
Fee”) on the average daily undrawn and unexpired amount of all outstanding Letters of Credit
during each Fee Payment Period at a per annum rate equal to the Applicable Margin then in effect
with respect to Eurocurrency Loans under the Domestic Revolving Facility, shared ratably among the
Domestic Revolving Lenders and payable in arrears for each Fee Payment Period on the related Fee
Payment Date. In addition, the Company shall pay a fronting fee in an amount agreed separately
with each Issuing Lender on the average daily undrawn and unexpired amount of each Letter of Credit
during each Fee Payment Period issued by such Issuing Lender (other than any Existing Letter of
Credit), payable in arrears for each Fee Payment Period on the related Fee Payment Date. For the
purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any
Letter of Credit denominated in an Optional Currency for any Fee Payment Period shall be calculated
by multiplying (i) the average daily undrawn and unexpired amount of such Letter of Credit
(expressed in the Optional Currency in which such Letter of Credit is denominated) by (ii) the
Exchange Rate for each such Optional Currency in effect on the first Business Day of the related
Fee Payment Period or by such other method that the Administrative Agent and the Company may agree.




          3.4 L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby
grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each
L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from
such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own
account and risk an undivided interest equal to such L/C Participant’s Domestic Revolving
Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of
Credit issued, and the amount of each draft paid, by such Issuing Lender thereunder. Each L/C
Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit
issued by such Issuing Lender for which the Issuing Lender is not reimbursed in full by the Company
or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay
to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an
amount equal to such L/C Participant’s Domestic Revolving Percentage of the Dollar Equivalent
amount of such draft, or any part thereof, that is not so reimbursed (calculated, in the case of
any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor).
Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall
not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such L/C Participant may have against any Issuing Lender, the Company, any
Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or
continuance of a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 5, (iii) any adverse change in the condition (financial or
otherwise) of the Company




66









 







or any Subsidiary Borrower, (iv) any breach of this Agreement or any
other Loan Document by the Company, any Subsidiary Borrower, any other Loan Party or any other L/C
Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.





     (b) If any amount required to be paid by any L/C Participant to any Issuing Lender
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the
Issuing Lender under any Letter of Credit is paid to any Issuing Lender within three
Business Days after the date such payment is due, such L/C Participant shall pay to any
Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the
daily average Federal Funds Effective Rate during the period from and including the date
such payment is required to the date on which such payment is immediately available to the
relevant Issuing Lender, times (iii) a fraction the numerator of which is the number of days
that elapse during such period and the denominator of which is 360. If any such amount
required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available
to the relevant Issuing Lender by such L/C Participant within three Business Days after the
date such payment is due, such Issuing Lender shall be entitled to recover from such L/C
Participant, on demand, such amount with interest thereon calculated from such due date at
the rate per annum applicable to ABR Loans under the Domestic Revolving Facility. A
certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to
any amounts owing under this Section shall be conclusive in the absence of manifest error.




     (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of
Credit and has received from any L/C Participant its pro rata share of such
payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related
to such Letter of Credit (whether directly from the Company or other applicant or otherwise,
including proceeds of collateral applied thereto by such Issuing Lender), or any payment of
interest on account thereof, such Issuing Lender will distribute to such L/C Participant its
pro rata share thereof; provided, however, that in the event
that any such payment received by such Issuing Lender shall be required to be returned by
such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion
thereof previously distributed by such Issuing Lender to it.



          3.5 Reimbursement Obligation of the Company. If any draft is paid under any Letter of
Credit, the Company or other applicant shall reimburse the Issuing Lender for the amount of the
draft so paid, not later than 3:00 P.M., New York City time on the Business Day immediately
following the day that the Company receives notice of payment of such draft (such date, the
“Reimbursement Date”). Each such payment shall be made to the relevant Issuing Lender at
its address for notices referred to herein in Dollars or the applicable Optional Currency and in
immediately available funds; provided that, in the case of any Letter of Credit denominated
in an Optional Currency, if such payment, or obligation to make such payment, in an Optional
Currency would subject the Administrative Agent, the relevant Issuing Bank or any Domestic
Revolving Lender to any stamp duty, ad valorem charge or any similar tax that would not be payable
if such payment were paid or required to be paid in Dollars, the Company or the relevant Subsidiary
Borrower shall, at its option, (A) pay the amount of such tax to the Administrative Agent, the
relevant Issuing Lender or the relevant Lender or (B) pay the Dollar Equivalent of such draft
(calculated as of the Reimbursement Date); provided, further that if such payment
is not made on the applicable Reimbursement Date the obligation to pay such draft shall be
permanently converted into an obligation to pay the Dollar Equivalent amount of such draft
(calculated as of such Reimbursement Date). Interest shall be payable on any such amounts from the
Reimbursement Date until payment in full at the rate set forth in Section 2.21(g).




          3.6 Obligations Absolute. The obligations of the Company and any relevant Subsidiary
Borrower under this Section 3 shall be absolute and unconditional under any and all




67









 







circumstances
and irrespective of any setoff, counterclaim or defense to payment that the Company or such
Subsidiary Borrower, as the case may be, may have or
have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person.
The Company and each relevant Subsidiary Borrower also agrees with each Issuing Lender that such
Issuing Lender shall not be responsible for, and the Reimbursement Obligations under Section 3.5 of
the Company and any relevant Subsidiary Borrower shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even though such documents
shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the
Company or such Subsidiary Borrower, as the case may be, and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or any claims
whatsoever of the Company or such Subsidiary, as the case may be, against any beneficiary of such
Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with any Letter of Credit, except for errors or omissions found
by a final and nonappealable decision of a court of competent jurisdiction to have resulted from
the gross negligence or willful misconduct of such Issuing Lender. The Company and each relevant
Subsidiary Borrower agrees that any action taken or omitted by any Issuing Lender under or in
connection with any Letter of Credit or the related drafts or documents, if done in the absence of
gross negligence or willful misconduct, shall be binding on the Company or such Subsidiary Borrower
and shall not result in any liability of such Issuing Lender to the Company or such Subsidiary
Borrower.




          3.7 Letter of Credit Payments. If any draft shall be presented for payment under any
Letter of Credit, the relevant Issuing Lender shall promptly notify the relevant Borrower or
relevant Subsidiary Borrower of the date and amount thereof. The responsibility of the relevant
Issuing Lenders to the Company or relevant Subsidiary Borrower in connection with any draft
presented for payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with such presentment
are substantially in conformity with such Letter of Credit.




          3.8 Applications. To the extent that any provision of any Application related to any
Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall apply.




          3.9 Existing Letters of Credit. On and as of the Closing Date the letters of credit and
letters of guarantee set forth on Schedule 3.9 (the “Existing Letters of Credit”) will
constitute Letters of Credit under this Agreement and for the purposes hereof will be deemed to
have been issued for the account of the Company on the Closing Date and each issuer thereof shall
be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6,
3.7, 3.8 and 3.10 (whether or not such issuer is otherwise an Issuing Lender hereunder).




          3.10 Collateral. The Company may at its option at any time and from time to time
Collateralize any Letter of Credit (with the consent of the relevant Issuing Lender). In addition,
on or prior to the date that is five Business Days prior to the Revolving Termination Date then in
effect, the Company shall (or shall cause the relevant Subsidiary to) Collateralize any Letter of
Credit with an expiration date occurring after such Revolving Termination Date. Any Letter of
Credit that is Collateralized as provided in this Section 3.10 shall cease to be a “Letter of
Credit” outstanding hereunder effective on the date of such Collateralization
and, accordingly, the rights and obligations of Domestic Revolving Lenders in respect thereof
(including pursuant to Section 3.4) shall terminate.




          3.11 New Issuing Lenders; L/C Commitments. (a) The Company may from time to time (i)
terminate any Issuing Lender as an Issuing Lender hereunder (on a prospective basis only) for any
reason upon written notice to the Administrative Agent and such Issuing Lender, (ii) add additional




68









 







Issuing Lenders hereunder and (iii) increase or decrease the L/C Commitment of any existing Issuing
Lender. If the Company shall decide to add a new Issuing Lender under this Agreement, then the
Company may appoint from among the Revolving Lenders (or an Applicable Lending Office thereof) a
new Issuing Lender, with the consent of the Administrative Agent (such consent not to be
unreasonably withheld), whereupon such new issuer of Letters of Credit shall be granted the rights,
powers and duties of an Issuing Lender hereunder, and the term “Issuing Lender” shall mean such new
issuer of Letters of Credit effective upon such appointment. The acceptance of any appointment as
an Issuing Lender hereunder in accordance with this Agreement or an increase of the L/C Commitment
of any existing Issuing Lender, shall be evidenced by an agreement entered into by such new issuer
of Letters of Credit or existing Issuing Lender, as applicable, in a form reasonably satisfactory
to such Issuing Lender, the Company and the Administrative Agent and, from and after the effective
date of such agreement, such new issuer of Letters of Credit shall become an “Issuing Lender”
hereunder or such increased L/C Commitment shall become effective. After the termination of an
Issuing Lender hereunder, the terminated Issuing Lender shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Lender under this Agreement and the
other Loan Documents with respect to Letters of Credit issued by it prior to such replacement or
termination, but shall not issue additional Letters of Credit. The Administrative Agent shall
promptly notify the Lenders of the effectiveness of any replacement or addition of an Issuing
Lender, or any changed L/C Commitment pursuant to this Section 3.11.





     (b) Any Issuing Lender may, in its discretion, arrange for one or more Letters of
Credit to be issued by an Applicable Lending Office thereof, in which case, such Applicable
Lending Office shall be an “Issuing Lender” hereunder.



SECTION 4. REPRESENTATIONS AND WARRANTIES




     To induce the Lenders to enter into this Agreement and to make the Loans and issue or
participate in the Letters of Credit and make other extensions of credit hereunder the Company
hereby represents and warrants to each Lender that:



          4.1 Financial Condition. The consolidated financial statements of the Company included in
its Annual Report on Form 10-K/A, for the twelve-month period ended December 31, 2005 (the
“2005 10-K”) and in its Quarterly Report on Form 10-Q for the three- and nine-month periods
ended September 30, 2006 (the “Third Quarter 2006 10-Q”), each as amended on or before the
Closing Date and filed with the SEC, present fairly, in all material respects, in accordance with
GAAP, the financial condition and results of operations of the Company and its Subsidiaries as of,
and for, (a) the twelve-month period ended on December 31, 2005 and (b) the three- and nine-month
periods ended September 30, 2006, respectively; provided that the foregoing representation
shall not be deemed to have been materially incorrect if, in the event of a subsequent restatement
of such financial statements, the changes reflected in such restatement(s) are not materially
adverse to the rights and interests of the Lenders under the Loan Documents (taking into account
the creditworthiness of the Company and its Subsidiaries, taken as a whole, and the value of the
Borrowing Base at such time).




          4.2 No Change. Between the date of filing with the SEC of the Third Quarter 2006 10-Q and
the Closing Date, there has been no development or event which has had a Material Adverse Effect.




          4.3 Existence. Each Loan Party (a) is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, (b) has the power and authority to
conduct the business in which it is engaged and (c) is duly qualified and in good standing in each
jurisdiction where it is required to be so qualified and in good standing, except to the extent all
failures with respect to the




69









 







foregoing clauses (a), (b) and (c) could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.




          4.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the requisite power
and authority to execute, deliver and perform its obligations under each Loan Document to which it
is a party and has taken all necessary corporate or other action to authorize the execution,
delivery and performance thereof and has duly executed and delivered each Loan Document to which it
is a party and each such Loan Document constitutes a legal, valid and binding obligation of such
Person enforceable against each such Person in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).




          4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other
Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the
proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any Loan
Party, except to the extent all such violations could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.




          4.6 Litigation. Except as set forth, or contemplated, in the 2005 10-K, the Quarterly
Report on Form 10-Q/A of the Company for the three-month period ended March 31, 2006 filed with the
SEC, the Quarterly Report on Form 10-Q/A of the Company for the three- and six-month periods ended
June 30, 2006 filed with the SEC, the Third Quarter 2006 10-Q or the Current Report on Form 8-K of
the Company dated December 5, 2006 filed with the SEC, no litigation, investigation, proceeding or
arbitration is pending, or to the best of the Company’s knowledge, is threatened against the
Company or any Significant Guarantor as of the Closing Date that could reasonably be expected to
have a Material Adverse Effect.




          4.7 No Default. As of the Closing Date, neither the Company nor any Significant Guarantor
is in default under any of its material Contractual Obligations, except where such default could
not reasonably be expected to have a Material Adverse Effect.




          4.8 Ownership of Property. As of the Closing Date, the Company and each Initial Subsidiary
Guarantor, as applicable, has title in fee simple to the Mortgaged Property and has good title to
all of its other property; provided that the
foregoing representation shall not be deemed to have been incorrect, if (a) the property with
respect to which the Company or an Initial Subsidiary Guarantor cannot make such representation has
a Net Book Value of less than $250,000,000 or (ii) with respect to defects in title to any real
property, such defects are cured no later than 180 days after the Closing Date or such defects
could not reasonably be expected to detract from the current use or operation of the affected real
property in any material respect. In addition, to the extent that any defect in title to any
Mortgaged Property is insured against in any title insurance policy for the benefit of the
Collateral Trustee, such defect shall not be taken into account for purposes of the preceding
sentence up to the amount of such insurance coverage.




          4.9 Intellectual Property. As of the Closing Date, the Company and each Initial Subsidiary
Guarantor own, or are licensed to use, all Intellectual Property necessary for the operation of
their respective businesses as currently conducted and as proposed to be conducted, except where
the failure to own or be licensed could not reasonably be expected to have a Material Adverse
Effect.




70









 








          4.10 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of
credit hereunder, will be used for any purpose that violates the provisions of Regulation T, U or X
of the Board.




          4.11 ERISA. Each Plan, the Company and its Subsidiaries are in compliance with all
material provisions of ERISA and all material applicable provisions of the Code, except to the
extent that all failures to be in compliance could not, in the aggregate, reasonably be expected to
have a Material Adverse Effect.




          4.12 Investment Company Act; Other Regulations. No Loan Party is an “investment company”,
or a company “controlled” by an “investment company”, within the meaning of the Investment Company
Act of 1940, as amended.




          4.13 Subsidiary Guarantors; Pledged Equity. As of the Closing Date, the information set
forth on Schedule 1.1D and Schedule 4.13 is true and correct in all material respects;
provided that the foregoing representation shall not be deemed to be materially incorrect
unless the failure of such representation to be correct results in property having a having a Net
Book Value in excess of $250,000,000 being excluded from the Borrowing Base.




          4.14 Security Documents. (a) The Security Agreement and each Mortgage is effective to
create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral described therein; provided that the
foregoing representation shall not be deemed to have been incorrect if (i) such Security Documents
are not effective with respect to Collateral having an aggregate Net Book Value of less than
$250,000,000, (ii) with respect to any Mortgaged Property, such failure is cured no later than 180
days from the Closing Date or (iii) at any time after the Closing Date, the Borrowing Base Coverage
Ratio is at least 1.25 to 1.00 (calculated on a pro forma basis assuming such
Collateral for which the Security Documents are not so effective is excluded from the Borrowing
Base).




          (b) As of the Closing Date, the UCC financing statements listed in Schedule 5.1(h), and the
recordation of the Mortgages in the recording offices listed in Schedule 1.1E, are all the filings,
recordings and registrations (other than filings required to be made in the United States Patent
and Trademark Office) that are necessary to establish a legal, valid and perfected security
interest in favor of the Collateral Trustee (for the benefit of the Secured Parties) in respect of
all Collateral in which the Lien granted pursuant to the Security Documents on the Closing Date may
be perfected by filing, recording or registering in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is necessary in any such jurisdiction,
except as provided under applicable law with respect to the filing of continuation statements;
provided that the foregoing representation shall not be deemed to have been incorrect to
the extent any security interest is not perfected with respect to Collateral having an aggregate
Net Book Value of less than $250,000,000.




          4.15 Environmental Laws. The Company and each Mortgaged Property, and operations thereon,
are in compliance in all material respects with all applicable Environmental Laws, except to the
extent failure to comply would not reasonably be expected to have a Material Adverse Effect.




SECTION 5. CONDITIONS PRECEDENT




          5.1 Conditions to Effectiveness. This Agreement and the obligation of each Lender to make
extensions of credit requested to be made by it hereunder shall be effective upon (1) the




71









 







execution
and delivery by the Company to the Administrative Agent of a notice authorizing such effectiveness
(which notice shall include Schedule 1.1A and the Company’s acceptance of the Commitments described
therein) and (2) written confirmation by the Administrative Agent to the Company confirming that
the following conditions have been satisfied:





     (a) Credit Agreement; Security Documents. The Administrative Agent or the
Collateral Trustee, as applicable, shall have received:




     (i) this Agreement (or, in the case of any relevant Lender, an Addendum) executed and
delivered by the Administrative Agent, the Company and each Person listed on Schedule 1.1A;




     (ii) the Security Agreement, executed and delivered by the Company and each Initial
Subsidiary Guarantor;




     (iii) the Guarantee, executed and delivered by the Company and each Initial Subsidiary
Guarantor;




     (iv) the Trademark Security Agreement, executed and delivered by the Company and the
Collateral Trustee;




     (v) a Mortgage with respect to each property listed on Schedule 1.1E under the heading
“Closing Date Mortgages”, executed and delivered by the owner of the Mortgaged Property
covered thereby; and




     (vi) the Collateral Trust Agreement, executed and delivered by the Collateral Trustee,
the Administrative Agent, the Company and each Initial Subsidiary Guarantor.




     (b) Borrowing Base. The Administrative Agent shall have received a Borrowing
Base Certificate, which calculates the Borrowing Base as of September 30, 2006,
demonstrating that the Outstanding Amount of Borrowing Base Debt (calculated on a
pro forma basis after giving effect to the incurrence, and the use of
proceeds, of any Borrowing Base Debt on the Closing Date) does not exceed the Borrowing
Base.




     (c) Lien Searches. The Administrative Agent shall have received the results of
a recent lien search in respect of the Company and each Initial Subsidiary Guarantor, from
the jurisdiction in which such Loan Party is located for purposes of the Uniform Commercial
Code of the relevant state(s).




     (d) Fees. All fees required to be paid on the Closing Date (as separately
agreed by the Company and the lead arrangers or the other agents identified on the cover
page to this Agreement) shall have been paid.




     (e) Closing Certificate; Certified Certificate of Incorporation; Good Standing
Certificates. The Administrative Agent shall have received (i) a certificate of each
Loan Party, dated the Closing Date, substantially in the form of Exhibit N, with appropriate
insertions and attachments, including the certificate of incorporation (or equivalent
organizational document) of each Loan Party, certified by the relevant authority of the
jurisdiction of organization of such Loan Party, (ii) a long form good standing certificate
for each Loan Party from its jurisdiction of organization and (iii) a certificate of the
Company, dated the Closing Date, to the effect that the conditions set forth in Section 5.2
have been satisfied.



72









 






     (f) Legal Opinions. The Administrative Agent shall have received the executed
legal opinion of (i) Simpson Thacher & Bartlett LLP, New York counsel to the Company and its
Subsidiaries, substantially in the form of Exhibit P-1 and (ii) in-house counsel to the
Company and its Subsidiaries, substantially in the form of Exhibit P-2.




     (g) Pledged Stock; Stock Powers; Pledged Notes. The Collateral Trustee shall
have received (i) the certificates representing the shares of Capital Stock described on
Schedule 4.13 (in each case, to the extent such Capital Stock is certificated and
constitutes a “certificated security” under the UCC), together with an undated stock power
for each such certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note described on Schedule 5.1(g), together with an undated
endorsement for each such promissory note executed in blank by a duly authorized officer of
the pledgor thereof.




     (h) Filings, Registrations and Recordings. The Collateral Trustee shall have
received each Uniform Commercial Code financing statement listed on Schedule 5.1(h) in
proper form for filing.



          5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any Loan
and the agreement of any Issuing Lender to issue any Letter of Credit (or amendment thereto
increasing the face amount thereof) requested to be made or issued by it on any date (including its
initial extension of credit) is subject to the satisfaction of the following conditions precedent
as of the date of such Loan or the date of any request to issue (or amend to increase the face
amount of) such Letter of Credit:





     (a) Representations and Warranties. Each of the representations and warranties
made by the Company in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date as if made on and as of such date (except to
the extent such representations and warranties relate to an earlier date (including those
set forth in Sections 4.2, 4.6, 4.7, 4.8, 4.9, 4.13 and 4.14(b)) , in which case, such
representations and warranties shall have been true and correct in all material respects as
of such earlier date).




     (b) No Event of Default. No Event of Default shall have occurred and be
continuing on such date, before and after giving effect to the extensions of credit
requested to be made on such date and the use of proceeds thereof.




     (c) No Pro Forma Default. No Default shall be continuing after giving effect
to the extensions of credit requested to be made on such date and the use or proceeds
thereof; provided that, if any Default has occurred and is continuing on such date
prior to the application of such proceeds, the Company shall have identified such Default in
the request for such extension of credit and shall have represented to the Administrative
Agent in such request that the proceeds of such extension of credit shall be used to cure
such Default prior to such Default becoming an Event of Default.




     (d) Borrowing Base Compliance. The Outstanding Amount of Borrowing Base Debt,
after giving effect to the extensions of credit requested to be made on such date and the
use of proceeds thereof, shall not exceed the Borrowing Base in effect as of such date.




     (e) No Subsidiary Borrower Bankruptcy Events. With respect to any Loan made to
or Letter of Credit issued for the account of any Subsidiary Borrower, (i) such Subsidiary
Borrower shall not have (A) commenced any case, proceeding or other action under any
existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency,



73









 






reorganization or relief of debtors (1) seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (2) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or (B) made a general assignment for the benefit of its
creditors; or (ii) there shall not be commenced against such Subsidiary Borrower any case,
proceeding or other action of a nature referred to in clause (i) above that (A) results in
the entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 90 days.


Each borrowing, or issuance of a Letter of Credit (or amendment thereto increasing the face amount
thereof) hereunder shall constitute a representation and warranty by the Company as of the date of
such borrowing or the date of such issuance of a Letter of Credit, that the conditions contained in
this Section 5.2 have been satisfied.




SECTION 6. AFFIRMATIVE COVENANTS




          The Company hereby agrees that, so long as the Commitments remain in effect, any Letter of
Credit or Acceptance remains outstanding or any Loan, Reimbursement Obligations, interest or fee
payable hereunder is owing to any Lender:




          6.1 Company Financial Statements. The Company shall deliver to the Administrative Agent,
audited annual financial statements and unaudited quarterly financial statements of the Company
within 15 days after the Company is required to file the same with the SEC pursuant to Section 13
or Section 15(d) of the Exchange Act (or, if the
Company is not required to file annual financial statements or unaudited quarterly financial
statements with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, then within 15
days after the Company would be required to file the same with the SEC pursuant to Section 13 or
Section 15(d) of the Exchange Act if it had a security listed and registered on a national
securities exchange); provided, that the foregoing time period shall automatically be
extended to the earlier of (a) the date that is five days prior to the date of the occurrence of
any “event of default” (or any comparable term) under any of the Existing Notes as a result of the
failure by the Company to provide annual or quarterly financial statements to the extent required
under the related Existing Notes Indenture and (b) in the case of audited annual financial
statements, within 240 days after the end of the Company’s fiscal year, and in the case of
unaudited quarterly financial statements, within 220 days after the end of each of the first three
quarterly periods of each fiscal year; provided, further, that the such financial
statements shall be deemed to be delivered upon the filing with the SEC of the Company’s Form 10-K
or Form 10-Q for the relevant fiscal period.




          6.2 Subsidiary Financial Statements. The Company shall deliver (a) statutory audited
consolidated annual financial statements for each of FMCC, Ford South Africa, Land Rover Holdings
and Volvo, (b) statutory audited annual financial statements for each of Ford Argentina, Ford
Canada, Grupo Ford, Ford Mexico and Land Rover and (c) during any period when the Capital Stock of
any other Foreign Pledgee has an Eligible Value of greater than $0, the statutory audited annual
financial statements for such Foreign Pledgee (commencing with the statements that have been used
as the basis for such Eligible Value), in each case, promptly after the same become available;
provided that, if any such financial statements are not delivered within 240 days after the
end the fiscal year of the relevant Subsidiary, the Eligible Value of the Capital Stock of such
Person (or, in the case of Grupo Ford, the Eligible Value of the Grupo Ford Intercompany Note)
shall be deducted from the Borrowing Base until such statements have been delivered to the
Administrative Agent but the failure to deliver such financial statements shall not otherwise
constitute a Default or an Event of Default hereunder.




74









 








          6.3 Compliance and Borrowing Base Certificates. The Company shall deliver to the
Administrative Agent:





     (a) concurrently with the delivery of any financial statements pursuant to Section 6.1,
a Compliance Certificate of a Responsible Officer (i) stating that, to the best of such
Responsible Officer’s knowledge, no Default or Event of Default has occurred and is
continuing as of the date of such certificate, except as specified in such certificate, and
(ii) unless the lesser of (1) the Total Available Revolving Commitment (including any unused
commitment under any Incremental Revolving Facility or any Permitted Additional Senior
Facility) and (2) the excess of (x) the Borrowing Base as of such date over (y) the
Borrowing Base Debt at such date is equal to or greater than $4,000,000,000, containing a
calculation of Available Liquidity as of the last day of the fiscal period covered by such
financial statements;




     (b) not later than ten Business Days after the delivery of any financial statements
pursuant to Section 6.1 (commencing with the delivery of financial statements of the Company
for the second full fiscal quarter ended after the Closing Date), a Borrowing Base
Certificate duly executed by a Responsible Officer setting forth a calculation of the
Borrowing Base and the PDMP Ratio as of the end of the most recent fiscal quarter covered by
such financial statements; provided, that, if the delivery of financial statements
pursuant to Section 6.1 is delayed beyond 75 days from the end of the relevant fiscal year
(in the case of annual statements) or 50 days from the end of the relevant fiscal quarter
(in the case of quarterly statements), the Company shall use
internal unaudited balance sheets and income statements as necessary to calculate the
Borrowing Base and the Canadian Borrowing Base on an interim basis pending delivery of such
financial statements and shall deliver an interim Borrowing Base Certificate based upon such
Borrowing Base calculation to the Administrative Agent no later than such 75th or 50th day,
as applicable (and in such case upon delivery of audited annual or definitive quarterly
financial statements, the Company shall recalculate the Borrowing Base and the Canadian
Borrowing Base using such audited or definitive financial statements, as the case may be,
and provide a revised Borrowing Base Certificate within ten Business Days following such
delivery).



          6.4 Maintenance of Business; Existence. The Company will continue to engage primarily in
the automotive business and preserve, renew and keep in full force and effect its corporate
existence and take all reasonable actions to maintain all rights necessary for the normal conduct
of its business, except to the extent that failure to do so would not have a Material Adverse
Effect




          6.5 Maintenance of Property; Insurance. The Company will, and will cause each Significant
Guarantor to, maintain, as appropriate, with insurance companies that the Company believes (in the
good faith judgment of the management of the Company) are financially sound and responsible at the
time the relevant coverage is placed or renewed, insurance in amounts (after giving effect to any
self-insurance which the Company believes (in the good faith judgment of management of the Company)
is reasonable and prudent in light of the size and nature of its business) and against at least
such risks (and with such risk retentions) as the Company believes (in the good faith judgment of
the management of the Company) are reasonable in light of the size and nature of its business.




          6.6 Notices. Promptly upon a Responsible Officer of the Company becoming aware thereof,
the Company will give notice to the Administrative Agent of the occurrence of any Default or Event
of Default. Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein and stating what
action the Company or the relevant Subsidiary proposes to take with respect thereto.




75









 








          6.7 Additional Collateral, etc.. (a) Within 30 days after the formation or acquisition of
any Additional Subsidiary Guarantor (or the making of a single investment or a series of related
investments having a value (determined by reference to Net Book Value, in the case of an investment
of assets) of $500,000,000 or more in the aggregate by the Company or a Subsidiary Guarantor,
directly or indirectly, in a Domestic Subsidiary (other than an Excluded Subsidiary) that is not a
Subsidiary Guarantor that results in such Domestic Subsidiary becoming an Additional Subsidiary
Guarantor), the Company shall (or shall cause the relevant Subsidiary to) (i) execute and deliver
to the Collateral Trustee such amendments or supplements to the Security Agreement as the
Administrative Agent deems necessary to grant to the Collateral Trustee, for the benefit of the
Secured Parties, a perfected security interest in the Capital Stock of such Additional Subsidiary
Guarantor (or Domestic Subsidiary receiving such investment(s)), (ii) deliver to the Collateral
Trustee the certificates, if any, representing such Capital Stock (to the extent constituting
“certificated securities” under the UCC), together with undated stock powers, in blank, executed
and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such
Additional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)) (A) to become
a party to the Security Agreement, the
Guarantee and the Collateral Trust Agreement, (B) to take such actions as necessary to grant to the
Collateral Trustee for the benefit of the Secured Parties a valid, perfected security interest in
the Collateral described in the Security Agreement with respect to such Additional Subsidiary
Guarantor (or Domestic Subsidiary receiving such investment(s)), including the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required by law.





     (b) Within 30 days after the formation or acquisition any new Foreign Subsidiary the
Capital Stock of which is owned directly by the Company or any Subsidiary Guarantor (other
than the Capital Stock of any Excluded Subsidiary or any other Subsidiary to the extent the
ownership interest in such Subsidiary has a Net Book Value of $500,000,000 or less), the
Company shall (or shall cause the relevant Subsidiary to) promptly (i) execute and deliver
to the Administrative Agent such amendments or supplements to the Security Agreement as the
Collateral Trustee or the Administrative Agent deems necessary to grant to the Collateral
Trustee, for the benefit of the Secured Parties, a perfected security interest in a portion
of the Capital Stock of such new Foreign Subsidiary that is owned by the Company or such
Subsidiary Guarantor (provided that in no event shall more than 66% of the total
outstanding Voting Stock of any such new Foreign Subsidiary be required to be so pledged
unless the Company in its sole discretion otherwise agrees) and (ii) deliver to the
Collateral Trustee the certificates, if any, representing such Capital Stock, together with
undated stock powers, in blank, executed and delivered by a duly authorized officer of the
Company or the relevant Subsidiary Guarantor, and take such other action as may be
reasonably requested by the Collateral Trustee or the Administrative Agent in order to
perfect the Collateral Trustee’s security interest therein (provided that in no
event shall such actions require the execution or delivery of a pledge agreement or similar
instrument governed by any law other than the laws of the State of New York).




     (c) The Company shall use its commercially reasonable efforts to (i) grant a security
interest in the Capital Stock of any newly-formed or after-acquired joint venture (or a
holding company parent thereof) owned directly by the Company or a Subsidiary Guarantor if
the amount recorded by the Company or such Subsidiary Guarantor as its investment in such
joint venture exceeds $250,000,000 and (ii) in the case of any domestic joint venture in
which the Company directly or indirectly owns at least 80% of the voting or economic
interest, to cause such joint venture to become a Subsidiary Guarantor (in each case, it
being understood that such efforts shall not require any economic or other significant
concession with respect the terms of such joint venture arrangements).




76










 






     (d) Within 60 days of the occurrence thereof, the Company will notify the Collateral
Trustee and the Administrative Agent of any changes to the name, jurisdiction of
incorporation or legal form of the Company or any Subsidiary Guarantor.




     (e) The Company shall use reasonable efforts to deliver to the Administrative Agent no
later than 180 days from the Closing Date (i) a pledge agreement in favor of the Collateral
Trustee with respect to the Capital Stock of Volvo and Grupo Ford described on Schedule 4.13
governed by the law of the jurisdiction where such Person is domiciled and an opinion of
local counsel as to perfection and enforceability thereof, in each case reasonably
satisfactory to the Administrative Agent, (ii) a reliance letter addressed to the
Administrative Agent and the Lenders in respect of an opinion of Blake, Cassels & Graydon
LLP, Canadian counsel to the Company, in favor of the Company with respect to certain
collateral securing obligations of Ford Canada under the Ford Canada Intercompany Note and
the Ford Canada Intercompany Payable, in each case reasonably satisfactory to the
Administrative Agent, (iii) a Mortgage with respect to each property listed on Schedule 1.1E
under the heading “Post-Closing Date Mortgages,” executed and delivered by the owner of the
Mortgaged Property covered thereby and (iv) for each Mortgaged Property and each property
listed on Schedule 6.7(e) under the heading “Canadian Mortgages,” (A) either (1) lenders’
title insurance insuring the Collateral Trustee and satisfying the requirements of Schedule
6.7(e) hereof or (2) title reports and updated boundary surveys and (B) opinions of local
counsel reasonably satisfactory to the Administrative Agent (the items in this clause (iv)
and the foregoing clause (iii), the “Real Estate Deliverables” and, together with
the items in the foregoing clauses (i) and (ii), collectively the “Post-Closing
Deliverables”). If any of the Post-Closing Deliverables are not provided within such
180-day period (A) the Applicable Margin shall be increased by 0.25% until such time as all
outstanding Post-Closing Deliverables are delivered and (B) the Borrowing Base will be
reduced by the Eligible Value of the Capital Stock for which a Post-Closing Deliverable is
outstanding or by the Eligible Value of the Eligible PDMP PP&E for which a Real Estate
Deliverable is outstanding (it being understood that the failure to deliver any Post-Closing
Deliverable shall not constitute a Default or an Event of Default).




     (f) The Company shall promptly take such steps as the Administrative Agent may
reasonably request in order to grant, preserve, protect and perfect the validity and
priority of the security interests created or intended to be created in the Collateral.
Notwithstanding anything to the contrary herein or in any other Loan Document, neither the
Company nor any Subsidiary Guarantor shall be required to perfect the security interests
granted by it in any Collateral by any means other than by (a) execution, delivery and
recordation of a Mortgage, (b) filings pursuant to the Uniform Commercial Code of the
relevant State(s) (including with respect to fixtures covered by any Mortgage) or equivalent
filings under local jurisdictions to the extent required with respect to the pledge of the
Capital Stock of any member of the Restricted Pledgee Group, (c) delivery to the Collateral
Trustee to be held in its possession of each promissory note listed on Schedule 5.1(g),
together with an undated endorsement for each such promissory note executed in blank by a
duly authorized officer of the pledgor thereof, and, to the extent certificated and
constituting “certificated securities” under the UCC, Capital Stock listed on Schedule 4.13
or required to be pledged pursuant to Section 6.7(a), together with an undated stock power
for each such certificate executed in blank by a duly authorized officer of the pledgor
thereof, (d) delivery of each other promissory note or certificated Capital Stock and
constituting “certificated securities” under the UCC constituting Collateral to the extent
such promissory note evidences Indebtedness, or such Capital Stock has a Net Book Value, in
excess of $250,000,000, together with an undated endorsement or stock power for each such
promissory note or certificate, as applicable, executed in blank by a duly authorized
officer of the pledgor thereof and (e) filing with the United States Patent and Trademark
Office against trademarks listed on Schedule 1.1F.



77









 






     (g) At the request of the Company and notwithstanding Section 10.1(a), the
Administrative Agent shall negotiate with the Company in good faith to amend Schedule 1.1B
to include a Borrowing Base Amount calculation for any asset of the Company or any
Subsidiary that does not have a Borrowing Base Amount at the time such asset becomes
Collateral (including the Advance Percentage related thereto and any eligibility or other
requirements the Administrative Agent deems reasonably necessary for a determination thereof
consistent with the criteria used in determining Borrowing Base Amounts as of the Closing
Date).



SECTION 7. NEGATIVE COVENANTS




          The Company hereby agrees that, so long as the Commitments remain in effect, any Letter of
Credit or Acceptance remains outstanding or any Loan, Reimbursement Obligations, interest or fee
payable hereunder is owing to any Lender:




          7.1 Borrowing Base . The Company shall not permit the Outstanding Amount of Borrowing Base
Debt at any time to exceed the Borrowing Base in effect at such time for any period of five
consecutive Business Days.




          7.2 Available Liquidity. The Company shall not permit Available Liquidity to be less than
$4,000,000,000 at any time.




          7.3 Liens. Prior to the Collateral Release Date, the Company will not, nor will it permit
any Subsidiary Guarantor to, create, incur, assume or suffer to exist any Lien upon any of the
Collateral except Permitted Liens.




          7.4 Restricted Group Debt. Prior to the Collateral Release Date, none of Volvo, any of its
Subsidiaries or any member of the Restricted Pledgee Group will incur Indebtedness or provide a
Material Guarantee, except:





     (a) Indebtedness of the type described in clause (g) of the definition of Permitted
Liens;




     (b) Indebtedness incurred under working capital facilities entered into in the ordinary
course of business;




     (c) Indebtedness owing to the Company or any Subsidiary; provided that any such
Indebtedness owing to a Subsidiary that is not a Subsidiary Guarantor shall be subordinated
in right of payment to any Indebtedness owing by Volvo or any of its Subsidiaries or such
member of the Restricted Pledgee Group to the Company or any Subsidiary Guarantor;




     (d) Indebtedness consisting of subsidized loans made, or guaranteed, by a governmental
or quasi-governmental entity (including any international organization or agency);




     (e) Indebtedness outstanding as of the Closing Date and any Permitted Refinancing
thereof;




     (f) in the case of any member of the Restricted Pledgee Group, any additional
Indebtedness; provided that (i) the Borrowing Base Coverage Ratio after giving
pro forma effect to the incurrence and application of proceeds thereof is at
least 1.15 to 1.00 and (ii) any dividends received by the Company from the proceeds of any
such Indebtedness in excess of $250,000,000 are reinvested in the Company’s business within
15 months or, to the extent not so reinvested, are



78









 






applied as a Mandatory Prepayment pursuant to Section 2.18(a) (together with any
applicable prepayment premium provided in Section 2.24(b)); and




     (g) in the case of Volvo and its Subsidiaries, additional Material Guarantees and
Indebtedness in an Outstanding Amount with respect to all such Material Guarantees and
Indebtedness not to exceed $1,000,000,000 at any time;


provided, in each case, that the Outstanding Amount of such Indebtedness or Material
Guarantees shall reduce the Eligible Value (but not below zero) of the Capital Stock or
intercompany notes of such Person that constitute Collateral as provided in Schedule 1.1B.




          7.5 Asset Sale Restrictions.





     (a) Receivables and Inventory. The Company shall not, and shall not permit any
Subsidiary Guarantor to, Dispose of any receivables or inventory included in the Borrowing
Base, except in the ordinary course of business.




     (b) Non-Core Assets. The Company shall not, nor shall it permit any Subsidiary
to (i) Dispose of all or any portion of the Capital Stock (including by way of merger), or
all or substantially all of the assets, of Jaguar, Land Rover, Aston Martin, Automotive
Components Holdings, and/or Automobile Protection Corp., or Dispose of the Jaguar Trade Name
or Land Rover Trade Name, unless in each case, the Net Cash Proceeds thereof are reinvested
in the business of the Company within 15 months of such Disposition or, to the extent not so
reinvested, are applied as a Mandatory Prepayment pursuant to Section 2.18(a);
provided that if Land Rover is not Disposed of with Jaguar in an integrated
transaction, the Disposition of all or any portion of the Capital Stock (including by way of
merger) or all or substantially all the assets of Land Rover shall only be permitted if the
Borrowing Base Coverage Ratio, after giving pro forma effect to such
Disposition and the application of the proceeds thereof, is at least 1.25 to 1.00 or (ii)
Dispose of the Land Rover Trade Name except in connection with a Disposition of Land Rover
pursuant to clause (i).




     (c) Volvo. The Company shall not, nor shall it permit any Subsidiary to,
Dispose of (i) all or any portion of the Capital Stock (including by way of merger) or to
Dispose of (other than in the ordinary course of business or to another Subsidiary or the
Company) more than 20% of the then Consolidated Total Assets of Volvo (initially determined
based upon the audited financial statements of Volvo for the fiscal year ending December 31,
2005 and, commencing with the delivery of financial statements of Volvo delivered pursuant
to Section 6.2, based upon the most recent consolidated balance sheet of Volvo contained
therein) in a single transaction or a series of related transactions, unless (A) after
giving pro forma effect to such Disposition and the application of proceeds
thereof, the Borrowing Base Coverage Ratio is at least 1.25 to 1.00, (B) the greater of (1)
50% of the Net Cash Proceeds thereof and (2) the amount of such proceeds necessary so that,
after giving pro forma effect to such Disposition and application of
proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.25 to 1.00, are applied as
a Mandatory Prepayment pursuant to Section 2.18(a) and (C) the remaining Net Cash Proceeds
of such Disposition are reinvested in the business of the Company within 15 months of such
Disposition or, to the extent not so reinvested, are applied as Mandatory Prepayment
pursuant to Section 2.18(a) or (ii) the Volvo Trade Name except in connection with a
Disposition of all or substantially all of the Capital Stock or assets of Volvo.




     (d) Ford Motor Credit. The Company shall not permit any Disposition or
issuance of the Capital Stock of FMCC that results in the Company owning, directly or
indirectly, less than



79









 






49% of the outstanding Capital Stock of FMCC. The Company shall not permit any other
Disposition or issuance of the Capital Stock of FMCC unless (i) in the case of a primary
offering of Capital Stock of FMCC, the Net Cash Proceeds of such Disposition are reinvested
in the business of FMCC within 15 months of such Disposition or, to the extent not so
reinvested, are applied as a Mandatory Prepayment pursuant to Section 2.18(a) and (ii) in
the case of a Disposition of the Capital Stock of FMCC by the Company or any Subsidiary
thereof, the Net Cash Proceeds thereof in an amount equal to the product of the Eligible
Value of such Capital Stock constituting Eligible FMCC Pledged Equity and the Advance
Percentage therefor as set forth in the most recent Borrowing Base Certificate delivered to
the Administrative Agent are applied as a Mandatory Prepayment pursuant to Section 2.18(a).




     (e) Ford Global Technologies. The Company shall not permit the Disposition of
all or any portion of the Capital Stock (including by way of merger), or all or
substantially all of the assets, of Ford Global Technologies, LLC, except pursuant to
Section 7.7(b)(i).




     (f) Principal Trade Names. The Company shall not Dispose of any Principal
Trade Name.




     (g) Other Principal Trade Names. The Company shall not Dispose of any Other
Principal Trade Name unless (i) after giving pro forma effect to such Disposition and the
application of proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.00 to 1.00
and (ii) the greater of (A) 50% of the Net Cash Proceeds thereof and (B) the amount of such
proceeds necessary so that, after giving pro forma effect to such Disposition and
application of proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.00 to 1.00,
are applied as a Mandatory Prepayment pursuant to Section 2.18(a).




     (h) Material PDMP. The Company shall not, nor shall it permit, any Subsidiary
Guarantor to Dispose of any PDMP having a Net Book Value in excess of $250,000,000 in a
single transaction or a series of related transactions unless (i) after giving pro
forma effect to such Disposition and the application of proceeds thereof, the
Borrowing Base Coverage Ratio is at least 1.00 to 1.00 and (ii) the Eligible Value of the
Eligible PDMP PP&E is reduced as provided in Schedule 1.1B.




     (i) Other Material Assets. The Company shall not, nor shall it permit any
Subsidiary Guarantor to Dispose of any other Collateral not otherwise covered in paragraphs
(a) through (h) above (other than in the ordinary course of business) having a Net Book
Value equal to or greater than $500,000,000 in a single transaction or a series of related
transactions unless (i) after giving pro forma effect to such Disposition and the
application of proceeds therefrom, the Borrowing Base Coverage Ratio is at least 1.15 to
1.00 and (ii) Net Cash Proceeds thereof are reinvested in the business of the Company within
15 months of such Disposition or, if not so reinvested, are applied as a Mandatory
Prepayment pursuant to Section 2.18(a).


Notwithstanding anything in this Section 7.5 to the contrary, (A) any Disposition described in
paragraphs (b), (c), (g), (h) or (i) above shall be permitted if (1) 100% of the Net Cash Proceeds
of such Disposition are applied as a Mandatory Prepayment pursuant to Section 2.18(a) and (2) at
least 75% of the consideration for such Disposition is in the form of cash or cash equivalents and
(B) any Disposition described in this Section 7.5 shall be permitted if such Disposition is to the
Company, any Subsidiary Guarantor or, in the case of paragraph (b), any wholly-owned Subsidiary of
the Company. In addition it is understood that the Company and its Subsidiaries may otherwise
Dispose of their assets except to the extent expressly restricted pursuant to this Section 7.5 and
Sections 7.7 and 7.9.




80









 








          7.6 Restricted Payments. The Company will not (i) pay any dividend (other than dividends
payable solely in stock of the Company) on, or redeem, retire or purchase, for cash consideration,
its common stock (including any Class B stock, “Common Stock”), (ii) optionally prepay,
repurchase, redeem or otherwise optionally satisfy or defease with cash or cash equivalents any
Material Unsecured Indebtedness or any Permitted Second Lien Debt and (iii) so long as any Term
Loans (or any secured refinancing thereof) are outstanding, make any cash payments to holders of
convertible debt securities with respect to the conversion value of any convertible debt securities
upon the conversion thereof (any such payment referred to in clauses (i), (ii) and (iii), a
“Restricted Payment”), other than:





     (a) repurchases of shares of Common Stock upon the exercise of stock options or
warrants for such Common Stock;




     (b) repurchases of shares of Common Stock from officers, directors and employees or any
executive or employee savings or compensation plans;




     (c) derivatives or forward purchase agreements entered into to hedge obligations to
repurchase Capital Stock under paragraphs (a) and (b) of this Section 7.6 or in connection
with the issuance of convertible debt securities;




     (d) any Permitted Refinancing of Material Unsecured Indebtedness or any Permitted
Second Lien Debt; provided that a certificate of a Responsible Officer of the
Company is delivered to the Administrative Agent at least five Business Days (or such
shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of
such Indebtedness, together with a reasonably detailed description of the material terms and
conditions of such Indebtedness or drafts of the documentation relating thereto, stating
that the Company has determined in good faith that such terms and conditions satisfy the
foregoing requirement and such terms and conditions shall be deemed to satisfy the foregoing
requirement unless the Administrative Agent notifies the Company within such period that it
disagrees with such determination (including a reasonable description of the basis upon
which it disagrees);




     (e) any Restricted Payments constituting redemption or other prepayment of Material
Unsecured Indebtedness having a scheduled final maturity prior to the Term Loan Maturity
Date; provided that such redemption or prepayment occurs no earlier than the date
that is six months prior to such scheduled final maturity;




     (f) additional Restricted Payments in an aggregate amount not to exceed $250,000,000
during any fiscal year and $500,000,000 in the aggregate;




     (g) additional redemptions or prepayments of Material Unsecured Indebtedness or
Permitted Second Lien Debt in an aggregate amount not to exceed $250,000,000 during any
fiscal year and $500,000,000 in the aggregate; and




     (h) additional Restricted Payments at any time after January 1, 2010 in an amount not
to exceed the Cumulative Growth Amount at such time.




     7.7 Fundamental Changes.




     (a) The Company will not merge or consolidate with any other Person or sell or convey
all or substantially all of its assets to any Person unless no Default or Event of Default
is continuing after giving effect to such transaction and (i) it shall be the continuing
entity or (ii) (A) the Person formed by or surviving such merger or consolidation shall be
an entity organized or



81









 






existing under the laws of the United States, any state thereof, or the District of
Columbia that expressly assumes all the obligations of the Company under the Loan Documents
pursuant to a supplement or amendment to this Agreement and each other Loan Document
reasonably satisfactory to the Administrative Agent, (B) each Subsidiary Guarantor reaffirms
its obligations under the Loan Documents and (C) the Administrative Agent shall have
received an opinion of counsel reasonably satisfactory to the Administrative Agent and
consistent with the opinions delivered on the Closing Date with respect to the Company.




     (b) No Significant Guarantor shall merge or consolidate with any other Person or sell
or convey all or substantially all of its assets to any Person unless (i) a the Company or
another Subsidiary Guarantor shall be the continuing entity or shall be the transferee of
such assets or (ii) in connection with an asset sale permitted by Section 7.5.



          7.8 Negative Pledge. The Company will not itself, and will not permit any Manufacturing
Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed being herein called “Debt”), secured
by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company
or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary
(such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without
effectively providing that the Obligations (together with, if the Company shall so determine, any
other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created
ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such
secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect
thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the
Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not
exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however,
that this Section 7.8 shall not apply to Debt secured by:





     (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation
existing at the time such corporation becomes a Manufacturing Subsidiary;




     (b) Pledges in favor of the Company or any Manufacturing Subsidiary;




     (c) Pledges in favor of any governmental body to secure progress, advance or other
payments pursuant to any contract or provision of any statute;




     (d) Pledges of property, shares of stock or Debt existing at the time of acquisition
thereof (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 Debt incurred prior to, at
the time of, or within 60 days after, the acquisition of such property or shares or Debt for
the purpose of financing all or any part of the purchase price thereof; and




     (e) any extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a)
to (d), inclusive; provided, however, that such extension, renewal or
replacement Pledge shall be limited to all or a part of the same property, shares of stock
or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such
property).



          7.9 Sales and Leasebacks. The Company will not itself, and it will not permit any
Manufacturing Subsidiary to, enter into any arrangement with any bank, insurance company or other
lender or investor (not including the Company or any Manufacturing Subsidiary) or to which any such

82









 








lender or investor is a party, providing for the leasing by the Company or a Manufacturing
Subsidiary for a period, including renewals, in excess of three years of any Principal Domestic
Manufacturing Property which has been or is to be sold or transferred by the Company or such
Manufacturing Subsidiary to such lender or investor or to any person to whom funds have been or are
to be advanced by such lender or investor on the security of such Principal Domestic Manufacturing
Property (herein referred to as a “Sale and Leaseback Transaction”) unless either:





     (a) the Company or such Manufacturing Subsidiary could create Debt secured by a
Mortgage pursuant to Section 7.8 on the Principal Domestic Manufacturing Property to be
leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback
Transaction without equally and ratably securing the Obligations; or




     (b) the Company, within 120 days after the sale or transfer shall have been made by the
Company or by a Manufacturing Subsidiary, applies an amount equal to the greater of:




     (i) the net proceeds of the sale of the Principal Domestic Manufacturing Property
leased pursuant to such arrangement; or




     (ii) the fair market value of the Principal Domestic Manufacturing Property so leased
at the time of entering into such arrangement (as determined by any two of the following:
the Chairman of the Board of the Company, its President, any Executive Vice President of the
Company, any Group Vice President of the Company, any Vice President of the Company, its
Treasurer or its Controller);




to the retirement of Funded Debt of the Company; provided, however, that the
amount to be applied to the retirement of Funded Debt of the Company shall be reduced by the
principal amount of Funded Debt voluntarily retired by the Company within 120 days after
such sale.



SECTION 8. EVENTS OF DEFAULT





     If any of the following events shall occur and be continuing:




     (a) the Company (or the relevant Subsidiary Borrower) shall fail to pay (i) any
principal of any Loan, any Acceptance Obligation or any Acceptance Equivalent Loan when due,
(ii) any interest, facility fee, Letter of Credit Fee, Acceptance Fee or any Reimbursement
Obligation hereunder for a period of five Business Days after the same becomes due and
payable or (iii) any other amount due and payable under any Loan Document for 30 days after
receipt of notice of such failure by the Company from the Administrative Agent (other than,
in the case of amounts in this clause (iii), any such amount being disputed by the Company
in good faith); or




     (b) any representation or warranty made or deemed made by the Company in any Loan
Document or any certified statement furnished by the Company (including any Borrowing Base
Certificate), shall prove to have been incorrect in any material respect on or as of the
date made or deemed made or furnished; or




     (c) the Company or any Significant Guarantor shall default in the observance or
performance of (i) its agreements in Section 6.1, (ii) its agreements in Section 7.1 or
Section 7.2 for a period of 20 consecutive days or (iii) any other agreement contained in
this Agreement or any other Loan Document and, with respect to clause (iii) only, such
default shall continue unremedied for a period of 30 days after notice thereof to the
Company from the Administrative Agent; or



83









 






     (d) the Company or any Significant Guarantor shall (i) default in making any payment of
any principal of any Indebtedness or any Guarantee Obligation in respect of Indebtedness
beyond the period of grace, if any; or (ii) default in making any payment of any interest on
any such Indebtedness or Guarantee Obligation, in each case beyond the period of grace, if
any; provided, that a default, event or condition described in clause (i) or (ii) of
this paragraph (d) shall not at any time constitute an Event of Default unless, at such
time, one or more defaults, events or conditions of the type described in clauses (i) or
(ii) of this paragraph (d) shall have occurred and be continuing with respect to
Indebtedness or any such Guaranty Obligation the aggregate outstanding principal amount of
which exceeds $1,000,000,000; or




     (e) any Permitted Additional Notes, any Permitted Additional Senior Facilities, any
Permitted Second Lien Debt or any other Indebtedness issued or guaranteed by the Company or
any Significant Guarantor with an aggregate outstanding principal amount of $1,000,000,000
or more shall have been accelerated by the holders thereof as a result of a default
thereunder; or




     (f) (i) the Company, any Significant Guarantor, FMCC, a Volvo Group Member or Ford
Canada shall (A) commence any case, proceeding or other action under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors (1) seeking to have an order for relief entered with
respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (2) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or (B) make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against the Company, any Significant Guarantor,
FMCC, a Volvo Group Member or Ford Canada any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an order for relief or any
such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a
period of 90 days; or




     (g) (i) any Plan shall fail to satisfy the minimum funding standard required for any
plan year or part thereof or a waiver of such standard or extension of any amortization
period has been sought and rejected under Section 412 of the Code; (ii) any Plan is or shall
have been terminated or is the subject of termination proceedings under ERISA; (iii) the
PBGC shall have terminated a Plan or appointed a trustee to administer any Plan; (iv) any
Plan shall have an accumulated funding deficiency which has not been waived; or (v) the
Company or any Commonly Controlled Entity has incurred a liability to or on account of a
Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA
or Section 4971 or 4975 of the Code; and (b) any of the foregoing has had a Material Adverse
Effect; or




     (h) one or more judgments or decrees shall be entered in the United States against the
Company or any Significant Guarantor that is not vacated, discharged, satisfied, stayed or
bonded pending appeal within 60 days, and involves a liability (not paid or fully covered by
insurance as to which the relevant insurance company has not denied coverage) of either (a)
$100,000,000 or more, in the case of any single judgment or decree or (b) $200,000,000 or
more in the aggregate; or




     (i) the Collateral Trust Agreement or any Security Document shall cease to be in full
force and effect, or any Lien thereunder shall cease to be enforceable and perfected (other
than pursuant to the terms hereof or any other Loan Document or as a result of acts or
omissions by either Agent or any Lender), with respect to Collateral with a Net Book Value
in excess of $250,000,000; provided that the foregoing Event of Default shall only
be applicable if the



84









 






Borrowing Base Coverage Ratio (calculated on a pro forma basis assuming
such Collateral is not in the Borrowing Base) is less than 1.25 to 1.00; or




     (j) the guarantee of any Significant Guarantor or of the Company contained in the
Guarantee shall cease to be in full force and effect; or




     (k) the occurrence of a Change of Control;


then, and in any such event, (A) if such event is an Event of Default specified in paragraph (f)
above with respect to the Company, automatically the Commitments shall immediately terminate and
the Loans and Acceptances (with accrued interest thereon) and all other amounts owing to the
Lenders under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and payable, and (B) if
such event is any other Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of
the Required Lenders, the Administrative Agent shall, by notice to the Company declare the
Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Company, declare the Loans and Acceptances (with accrued interest thereon) and all other amounts
owing to the Lenders under this Agreement and the other Loan Documents (including all amounts of
L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable. With respect to all Letters of Credit with respect
to which presentment for honor shall not have occurred at the time of an acceleration pursuant to
this paragraph, the Company or the relevant Subsidiary Borrower shall at such time deposit in a
cash collateral account opened by the Administrative Agent an amount equal to 105% of the aggregate
then undrawn and unexpired amount of such Letters of Credit (calculated, in the case of Letters of
Credit denominated in Optional Currencies, at the Dollar Equivalent thereof on the date of
acceleration). Subject to the Collateral Trust Agreement, amounts held in such cash collateral
account shall be applied by the Administrative Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have
expired or been fully drawn upon, if any, shall be applied to repay other obligations of the
Company and any Subsidiary Borrower hereunder and under the other Loan Documents. After all such
Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall
have been satisfied and all other obligations of the Company and any Subsidiary Borrower hereunder
and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Company or such Subsidiary Borrower (or such other
Person as may be lawfully entitled thereto). Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are hereby expressly waived by the
Company and each Subsidiary Borrower.




          Whenever the Loans hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement shall have become immediately due and payable in accordance with clause (A) or
clause (B) above, the Administrative Agent shall forthwith deliver a Notice of Acceleration to the
Collateral Trustee; provided that, by written notice to the Company and the Administrative
Agent, the Required Lenders may, for such periods and/or subject to such conditions as may be
specified in such notice, withdraw any declaration of acceleration effected in accordance with
clause (B) above. If a declaration of acceleration in accordance with clause (B) immediately
preceding shall have been withdrawn in accordance with the proviso to the immediately preceding
sentence, the Administrative Agent shall forthwith deliver to the Collateral Trustee a notice of
cancellation of the respective Notice of Acceleration theretofore delivered to the Collateral
Trustee.




85









 








          Whenever the Loans hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement shall have become immediately due and payable in accordance with clause (A) or
clause (B) above, each Specified Currency Loan shall be converted automatically into Dollars at the
Exchange Rate in effect on date the Loans shall become so due and payable; provided,
further that any Specified Currency Loan held by any Lender that is not paid in full on the
Revolving Termination Date for such Lender shall be converted automatically into Dollars at the
Exchange Rate in effect on such Revolving Termination Date.




SECTION 9. THE AGENTS




          9.1 Appointment. (a) Each Lender hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents,
and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take
such action on its behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Administrative Agent.





     (b) The Administrative Agent and each Lender hereby irrevocably designates and appoints
the Collateral Trustee as its agent under the Collateral Trust Agreement and the other Loan
Documents, and irrevocably authorizes the Collateral Trustee, in such capacity, to (i) take
such action on its behalf under the provisions of the Collateral Trust Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are expressly
delegated to the Collateral Trustee by the terms of the Collateral Trust Agreement and the
other Loan Documents, together with such other powers as are reasonably incidental thereto
and (ii) enter into any and all Security Documents and the Collateral Trust Agreement and
such other documents and instruments as shall be necessary to give effect to (A) the ranking
and priority of Indebtedness and other extensions of credit and obligations contemplated by
the Collateral Trust Agreement, (B) the security interests in the Collateral purported to be
created by the Security Documents and (C) the other terms and conditions of the Collateral
Trust Agreement. Each Lender further hereby agrees to be bound by the terms of the
Collateral Trust Agreement to the same extent as if it were a party thereto and authorizes
the Administrative Agent to enter into the Collateral Trust Agreement on its behalf.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral
Trustee shall not have any duties or responsibilities, except those expressly set forth in
herein, in the Collateral Trust Agreement or in any other Loan Document to which it is a
party, or any fiduciary relationship with the Administrative Agent or any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Agreement, the Collateral Trust Agreement or any other Loan Document or
otherwise exist against the Collateral Trustee.



          9.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement
and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.




86









 








          9.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the foregoing resulted from
its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner
to any of the Lenders for any recitals, statements, representations or warranties made by any Loan
Party or any officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in, or received by the
Agents under or in connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Loan Document or for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.




          9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, e-mail, statement, order or
other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of legal counsel
(including counsel to the Company), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if
so specified by this Agreement, all Lenders or any other instructing group of Lenders specified in
this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders (or, if so specified by this Agreement, all
Lenders or any other instructing group of Lenders specified in this Agreement), and such request
and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and
all future holders of the Loans.




          9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default unless the Administrative Agent has
received notice from a Lender or the Company referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default.” In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this
Agreement, all Lenders or any other instructing group of Lenders specified in this Agreement);
provided that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.




          9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that
neither of the Agents nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to it and that no act
by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate
of a Loan Party,

87









 








shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each
Lender represents to the Agents that it has, independently and without reliance upon any Agent or
any other Lender, and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their affiliates and made its own decision
to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial and other condition
and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a
Loan Party that may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.




          9.7 Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to
the extent not reimbursed by the Company or any Subsidiary Borrower and without limiting the
obligation of the Company or any Subsidiary Borrower to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought
under this Section (or, if indemnification is sought after the date upon which the Commitments
shall have terminated and the Loans shall have been paid in full, ratably in accordance with such
Aggregate Exposure Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (whether before or after the payment of
the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or
arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The
agreements in this Section shall survive the payment of the Loans and all other amounts payable
hereunder.




          9.8 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to,
accept deposits from and generally engage in any kind of business with any Loan Party as though
such Agent were not an Agent. With respect to its Loans made or renewed by it, any Letter of
Credit issued or participated in by it and any other extension of credit made by it hereunder, each
Agent shall have the same rights and powers under this Agreement and the other Loan Documents as
any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and
“Lenders” shall include each Agent in its individual capacity.




          9.9 Successor Administrative Agent. The Administrative Agent may resign as Administrative
Agent upon 30 days’ notice to the Lenders and the Company. If the Administrative Agent shall
resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required
Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor
agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the
Company shall have occurred and be continuing) be subject to approval by the Company (which
approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall
succeed to the

88









 








rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall
mean such successor agent effective upon such appointment and approval, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent has accepted
appointment as Administrative Agent by the date that is 30 days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders and
with the consent of the Company (such consent not to be unreasonably withheld and, which consent,
shall not be required if an Event of Default under Section 8(a) or Section 8(f) with respect to the
Company shall have occurred and be continuing), appoint a successor Administrative Agent, which
shall be a commercial bank organized or licensed under the laws of the United States of America or
of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan Documents.




          9.10 Bookrunners, Lead Arrangers, Documentation Agents and Syndication Agents. None of the
Syndication Agents or any of the bookrunners, lead arrangers, documentation agents or the agent
identified on the cover page to this Agreement shall have any duties or responsibilities under this
Agreement and the other Loan Documents in their respective capacities as such.




SECTION 10. MISCELLANEOUS




          10.1 Amendments and Waivers. (a) Neither this Agreement, any other Loan Document, nor any
terms hereof or thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section 10.1 or as otherwise expressly provided herein. The Required Lenders
and the Company (on its own behalf and as agent on behalf of any other Loan Party party to the
relevant Loan Document) may, or, with the written consent of the Required Lenders, the
Administrative Agent and the Company (on its own behalf and as agent on behalf of any Loan Party
party to the relevant Loan Document ) may, from time to time, (i) enter into written amendments,
supplements or modifications hereto and to the other Loan Documents for the purpose of adding any
provisions to this Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and
conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in
such instrument, any of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however, that no such
waiver and no such amendment, supplement or modification shall:





     (A) forgive or reduce any principal amount or extend the final scheduled date of
maturity of any Loan, Acceptance or any Reimbursement Obligation or extend the scheduled
date of any amortization payment in respect of any Term Loan (for the purpose of clarity
each of the foregoing not to include any waiver of a mandatory prepayment), reduce the
stated rate of any interest, fee or prepayment premium payable hereunder (except in
connection with the waiver of applicability of any post-default increase in interest rates),
or extend the scheduled date of any payment thereof, change the relative rights of the
Secured Parties under the Collateral Trust Agreement in respect of payments or Collateral,
or increase the amount or extend the expiration date of any Lender’s Revolving Commitment,
in each case without the written consent of each Lender directly and adversely affected
thereby;



89









 






     (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without
the written consent of such Lender;




     (C) reduce any percentage specified in the definition of Required Lenders, consent to
the assignment or transfer by or release of the Company of any of its rights and obligations
under this Agreement and the other Loan Documents, release all or substantially all of the
Collateral or release all or substantially all of the Subsidiary Guarantors from their
obligations under the Guarantee or the Security Agreement (except as otherwise provided in
the Loan Documents), in each case without the written consent of all Lenders;




     (D) effect any amendment, modification or waiver that by its terms adversely affects
the rights in respect of payment or Collateral of Lenders under any Revolving Facility
differently from Lenders under any other Revolving Facility without the written consent of
the Majority Facility Lenders in respect of each Revolving Facility adversely affected
thereby;




     (E) effect any amendment, modification or waiver that by its terms adversely affects
the rights in respect of payment or Collateral of Lenders under the Revolving Facilities
differently from Lenders under the Term Facility (or vice versa) without the written consent
of the Majority Revolving Lenders (or the Majority Facility Lenders under the Term Facility,
as applicable);




     (F) reduce the percentage specified in the definition of Majority Facility Lenders with
respect to any Facility without the written consent of all Lenders under such Facility or
reduce the percentage specified in the definition of Majority Revolving Lenders without the
written consent of all Revolving Lenders;




     (G) after the Closing Date, amend, modify or waive any provision of Section 5.2 without
the written consent of the Majority Revolving Lenders,




     (H) amend, modify or waive any provision of Section 9 in a manner adverse to the
Administrative Agent without the written consent of the Administrative Agent;




     (I) amend, modify or waive any provision of Section 9 in a manner adverse to the
Collateral Trustee without the written consent of the Collateral Trustee;




     (J) amend, modify or waive any provision of Section 2.11, 2.12 or 2.13 without the
written consent of each Swingline Lender;




     (K) amend, modify or waive any provision of Section 3 without the written consent of
each Issuing Lender; or




     (L) amend, modify or waive any provision of Section 2.18(a) or the definition of
Mandatory Prepayment in a manner that adversely affects the rights of the Term Lenders
without the written consent of the Majority Facility Lenders under the Term Facility;


Any such waiver and any such amendment, supplement or modification shall apply equally to each of
the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and
all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights hereunder and under the
other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and
not continuing; but no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.




90









 









     (b) Notwithstanding the foregoing paragraph (a), without the consent of the Required
Lenders, but subject to any consent required by paragraphs (A) through (K) above, (i) the
terms of any Facility may be amended, modified or waived in any manner that does not
adversely affect the rights or obligations of Lenders under any other Facility with the
written consent of the Majority Facility Lenders in respect of such Facility and (ii) the
Administrative Agent and the Company may amend, modify or supplement any provision of this
Agreement or any other Loan Document (with, to the extent applicable, the consent of the
Collateral Trustee) to (A) cure any ambiguity, omission, defect or inconsistency so long as
such amendment, modification or supplement does not adversely affect the rights or
obligations of any Lender or Issuing Lender, (B) provide additional Collateral for the
Obligations and (c) to permit additional affiliates of the Company to guarantee the
Obligations and/or provide Collateral therefor.




     (c) Notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Company and each of the Lenders providing the
relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or
modification of all outstanding Term Loans (“Replaced Term Loan”) with one or more
replacement term loan tranches hereunder (each, a “Replacement Term Loans”),
provided that (i) the aggregate principal amount of such Replacement Term Loans
shall not exceed the aggregate principal amount of such Replaced Term Loans, (ii) the
weighted average life to maturity of such Replacement Term Loans shall not be shorter than
the weighted average life to maturity of such Replaced Term Loans at the time of such
refinancing and (iii) the Company shall have paid to the holders of the Replaced Term Loans
the prepayment premium, if any, that would be applicable at the date of such refinancing,
replacement or modification if such Lender had received a prepayment on such date pursuant
to Section 2.17.




     (d) In addition, notwithstanding the foregoing, this Agreement may be amended after the
Closing Date without consent of the Lenders, so long as no Default or Event of Default shall
have occurred and be continuing, as follows:




          (i) to designate (w) any Domestic Subsidiary of the Company as a Domestic Subsidiary
Borrower, (x) any Subsidiary of the Company organized under the laws of Canada or any
province or territory thereof as a Canadian Borrower, (y) any Foreign Subsidiary organized
or domiciled under the laws of the United Kingdom, Sweden or Germany as a Foreign Subsidiary
Borrower under the Multicurrency Revolving Facility and (z) any other Foreign Subsidiary of
the Company as a Foreign Subsidiary Borrower under a New Local Facility or any Incremental
Revolving Facility upon (A) ten Business Days prior notice to the Administrative Agent (such
notice to contain the name, primary business address and taxpayer identification number of
such Subsidiary), (B) the execution and delivery by the Company, such Subsidiary and the
Administrative Agent of a Joinder Agreement, substantially in the form of Exhibit R (each, a
“Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower,
(C) the agreement and acknowledgment by the Company and each other Subsidiary Guarantor that
the Guarantee and the Security Agreement cover the Obligations of such Subsidiary, (D) the
delivery to the Administrative Agent of corporate or other applicable resolutions, other
corporate or other applicable documents, certificates and legal opinions in respect of such
Subsidiary reasonably equivalent to comparable documents delivered on the Closing Date and
(E) the delivery to the Administrative Agent of any documentation or other information
reasonably requested by the Administrative Agent and necessary to satisfy obligations of the
Lenders described in Section 10.18 or any applicable “know your customer” or other
anti-money laundering Requirement of Law; and



91









 






          (ii) to remove any Subsidiary as a Subsidiary Borrower upon (A) execution and delivery
by the Company to the Administrative Agent of a written notification to such effect, (B)
repayment in full of all Loans made to such Subsidiary Borrower, (C) repayment in full of
all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan
Documents and (D) the deposit in a cash collateral account opened by the Administrative
Agent of an amount equal to 105% of the aggregate then undrawn and unexpired amount of all
Letters of Credit issued for the account of such Subsidiary Borrower (calculated, in the
case of Letters of Credit denominated in Optional Currencies, at the Dollar Equivalent
thereof on the date of removal) (it being agreed that any such repayment shall be in
accordance with the other terms of this Agreement).



          10.2 Notices. All notices, requests and demands to or upon the respective parties hereto
to be effective shall be in writing (including by telecopy or electronic transmission), and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or made when
delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the
case of telecopy notice or electronic transmission, when received, addressed as follows in the case
of the Company and the Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such other address as may
be hereafter notified by the respective parties hereto:




	 	 	 	 	 
	 

	 	Company:
	 	Ford Motor Company
	 

	 	 	 	One American Road
	 

	 	 	 	Dearborn, MI 48126
	 

	 	 	 	Attention: Treasurer
	 

	 	 	 	Telecopy: 313-322-3359
	 

	 	 	 	Telephone: 313-322-3533
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Ford Motor Company
	 

	 	 	 	One American Road
	 

	 	 	 	Dearborn, MI 48126
	 

	 	 	 	Attention: Secretary
	 
	 	 	 	 
	 

	 	 	 	Telecopy: 313-248-8713
	 

	 	 	 	Telephone: 313-323-2130
	 
	 	 	 	 
	 

	 	Administrative Agent for all	 	JPMorgan Chase Bank, N.A.
	 

	 	   notices:	 	Loan & Agency Services
	 

	 	 
	 	1111 Fannin Street, 10th Floor
	 

	 	 
	 	Houston, TX 77002
	 

	 	 	 	Attention: Omar E. Jones
	 

	 	 	 	Telecopy: 713-750-2938
	 

	 	 	 	Telephone: 713-750-7912
	 
	 	 	 	 
	 

	 	with a copy to:
	 	JPMorgan Chase Bank, N.A.
	 

	 	 	 	270 Park Avenue, 15th Floor
	 

	 	 	 	New York, NY 10017
	 

	 	 	 	Attention: Vilma Francis
	 

	 	 	 	Telecopy: 212-270-4016
	 

	 	 	 	Telephone: 212-270-5484






92









 






	 	 	 	 	 
	 

	 	with a further copy to:
	 	Weil, Gotshal & Manges LLP
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, NY 10153
	 

	 	 	 	Attention: Daniel S. Dokos
	 

	 	 	 	Telecopy: (212) 310-8007
	 

	 	 	 	Telephone: (212) 310-8576
	 
	 	 	 	 
	 

	 	Administrative Agent for notices
	 	JPMorgan Chase Bank, N.A.
	 

	 	     with respect to the Multicurrency
	 	125 London Wall, 9th Floor
	 

	 	     Revolving Facility:
	 	London EC2Y 5AJ
	 

	 	 	 	United Kingdom
	 

	 	 	 	Attention: Steve Clarke
	 

	 	 	 	Fax: 44 20 7777 2360
	 

	 	 	 	Telephone: 44 20 7325 5424
	 
	 	 	 	 
	 

	 	Administrative Agent for notices
	 	JPMorgan Chase Bank, N.A.
	 

	 	     with respect to the Canadian
	 	200 Bay Street, Suite 1800
	 

	 	     Revolving Facility:
	 	Royal Bank Plaza, South Tower
	 

	 	 	 	Toronto, Ontario, Canada M5J 2J2
	 

	 	 	 	Attention: Drew McDonald
	 

	 	 	 	Telephone: (416) 981-9143
	 

	 	 	 	Facsimile: (416) 981-9138





provided that any notice, request or demand to or upon the Administrative Agent or the
Lenders shall not be effective until received.



Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Section 2 or 3 unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Company may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.




          10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on
the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the
other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.




          10.4 Survival of Representations and Warranties. All representations and warranties made
hereunder, in the other Loan Documents and in any document, certificate or statement delivered
pursuant hereto or in connection herewith shall survive the execution and delivery of this
Agreement and the making of the Loans and other extensions of credit hereunder.




          10.5 Payment of Expenses and Taxes. The Company agrees (a) to pay or reimburse the
Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection
with the development, preparation and execution of, and any amendment, supplement or modification
to,


93









 







this Agreement and the other Loan Documents and any other documents prepared in connection herewith
or therewith, the syndication of the Facilities, the consummation and administration of the
transactions contemplated hereby and thereby and any amendment or waiver with respect thereto,
including, without limitation, (i) the reasonable fees and disbursements of Weil, Gotshal & Manges
LLP and one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may
include Canada, Sweden, Mexico, each jurisdiction where a Mortgaged Property is located and,
without duplication, each other jurisdiction where a Subsidiary Borrower is organized) to be shared
by the Administrative Agent and the Collateral Trustee, (ii) filing and recording fees and expenses
and (iii) the charges of Intralinks, (b) to pay or reimburse the Administrative Agent and the
Collateral Trustee for all their reasonable out-of-pocket costs and expenses incurred in connection
with the enforcement or preservation of any rights under this Agreement and the other Loan
Documents, including the reasonable fees and disbursements of one primary counsel to the
Administrative Agent, which counsel shall act on behalf of all Lenders (and if necessary or
advisable one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may
include Canada, Sweden, Mexico, each jurisdiction where a Mortgaged Property is located and,
without duplication, each other jurisdiction where a Subsidiary Borrower is organized) to be shared
by the Administrative Agent and the Collateral Trustee) and, in the event of any conflict of
interest, if necessary or advisable one additional local counsel in each relevant jurisdiction to
the Collateral Trustee and one additional primary counsel (and if necessary or advisable one local
counsel in each relevant jurisdiction) to represent all Lenders (other than the Administrative
Agent), (c) to pay, indemnify or reimburse each Lender, each Issuing Lender and the Administrative
Agent for, and hold each Lender, each Issuing Lender and the Administrative Agent harmless from,
any and all recording and filing fees and any and all liabilities with respect to, or resulting
from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or
determined to be payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, indemnify or reimburse each Lender, each
Issuing Lender, the Administrative Agent, their respective affiliates, and their respective
officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each,
an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (other than with respect to taxes not specifically
provided for herein, which shall be governed exclusively by Section 2.26 or with respect to the
costs, losses or expenses which are of the type covered by Section 2.25 or Section 2.27)
with respect to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including, without limitation,
any of the foregoing relating to the use of proceeds of the Loans or the violation of,
noncompliance with or liability under, any Environmental Law applicable to the operations of the
Company or any of its Subsidiaries or any of the Mortgaged Properties and the reasonable fees and
expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee
against any Loan
Party under any Loan Document (all the foregoing in this clause (d), collectively,
the “Indemnified Liabilities”), provided, that the Company shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified
Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the
Loan Documents by, such Indemnitee, any of its affiliates or its or their respective officers,
directors, partners, employees, advisors, agents, controlling persons or trustees. Without
limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to
assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to
all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of
whatever kind or nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee unless the same shall have resulted from the gross
negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee,
any of its affiliates or its or their respective officers, directors, partners, employees,
advisors, agents,


94









 






controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not
later than 30 Business Days after the party to whom such amount is owed has provided a statement or
invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of
this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding
sentence, it is understood and agreed that the Company may ask for reasonable supporting
documentation to support any request to reimburse or pay out of pocket expenses, legal fees and
disbursements and that the grace period to pay any such amounts shall not commence until such
supporting documentation has been received by the Company. Statements payable by the Company
pursuant to this Section 10.5 shall be submitted the Company at the address of the Company set
forth in Section 10.2, or to such other Person or address as may be hereafter designated by the
Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall
survive repayment of the Loans and all other amounts payable hereunder.




          10.6 Successors and Assigns; Participations and Assignments. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any affiliate of an Issuing Lender that issues
any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor
any Subsidiary Borrower may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the
Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender
may assign or otherwise transfer its rights or obligations hereunder except in accordance with this
Section.





     (a) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees (each, an “Assignee”) all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Commitments and the
Loans and/or Acceptances at the time owing to it) with the prior written consent (in each
case, not to be unreasonably withheld or delayed) of:




     (A) with respect to any Revolving Facility:




	 	(1)	 	the Company;
	 
	 	(2)	 	the Administrative Agent;
	 
	 	(3)	 	each Material Issuing Lender at such time; and
	 
	 	(4)	 	each Material Swingline Lender at such time;






provided, that none of the foregoing consents in relation to any Revolving Facility
shall be required for an assignment to a Revolving Lender or, in the case of the Company
only, if an Event of Default under Section 8(a) or (f) has occurred and is continuing.
Notwithstanding the proviso in the previous sentence, in no event shall a Qualifying
Canadian Lender be entitled to assign its interest to any Person who is not a Qualifying
Canadian Lender unless an Event of Default under Section 8(a) or (f) has occurred and is
continuing.




     (B) with respect to any Term Loan:




	 	(1)	 	the Company; and
	 
	 	(2)	 	the Administrative Agent;




95









 












provided, that none of the foregoing consents in relation to any Term Loan shall be
required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund of a
Lender or, in the case of the Company only, if an Event of Default under Section 8(a) or (f)
has occurred and is continuing.




          (ii) Assignments shall be subject to the following additional conditions:




     (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s
Commitments or Loans under any Facility, the amount of the Commitments or Loans of the
assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than, in the case of a Revolving Facility, $10,000,000 or, in the case of
the Term Facility, $1,000,000 unless each of the Company and the Administrative Agent
otherwise consent, provided that (1) no such consent of the Company shall be
required if an Event of Default under Section 8(a) or (f) has occurred and is continuing and
(2) such amounts shall be aggregated in respect of each Lender and its affiliates or
Approved Funds, if any;




     (B) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and




     (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an administrative questionnaire.



          For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a
natural person) that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course and that is administered or managed by (a) a
Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an entity that administers
or manages a Lender.





          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below,
from and after the effective date specified in each Assignment and Assumption the Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in
the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.25, 2.26, 2.27 and 10.5). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.




          (iv) The Administrative Agent, acting for this purpose as an agent of the Company,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, and the Company, the Administrative Agent,
the Issuing Lenders and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,



96









 






notwithstanding notice to the contrary. The Register shall be available for inspection by
the Company, at any reasonable time and from time to time upon reasonable prior notice. The
portion of the Register that reflects the Revolving Facilities shall be available for
inspection by any Issuing Lender and any Swingline Lender at any reasonable time and from
time to time upon reasonable prior notice.




          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire
(unless the Assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.




     (c) (i) Any Lender may, without the consent of the Company or the Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement (including all or
a portion of its Commitments and the Loans and/or Acceptances owing to it); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations, (C) the Company, the Administrative Agent, the Issuing Lenders and the
other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement, (D) no later than January 31 of
each year, such Lender shall provide the Company with a written description of each
participation of Loans, Acceptances and/or Commitments by such Lender during the prior year
(it being understood that any failure to provide notice shall not render the participation
invalid) and (E) if the Lender is a Canadian Revolving Lender, such Lender shall promptly
(and, in any event, within one Business Day) provide the Company with information concerning
any participation sold to a Person who is not a Qualifying Canadian Lender to allow the
Canadian Borrowers to comply with their obligations to withhold and remit Canadian
withholding tax. Any agreement pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to the second
sentence of Section 10.1(a) and (2) directly affects such Participant. Subject to paragraph
(c)(ii) of this Section, the Company agrees that each Participant shall be entitled to the
benefits of Sections 2.25, 2.26 and 2.27 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section. To the
extent permitted by law, and subject to paragraph (c)(ii) of this Section, each Participant
also shall be entitled to the benefits of Section 10.7(b) as though it were a Lender,
provided such Participant shall be subject to Section 10.7(a) as though it were a Lender.
Notwithstanding anything to the contrary contained in this Section 10.6(c), in no event
shall a Qualifying Canadian Lender be entitled to sell any participation in its interest in
the Commitments or the Loans to any Person who is not a Qualifying Canadian Lender unless an
Event of Default under Section 8(a) or (f) has occurred and is continuing. Notwithstanding
anything to the contrary in this Section 10.6, each Lender (that is not a Qualifying
Canadian Lender) shall have the right to sell one or more participations in all or any part
of its Loans, Commitments or other Obligations to one or more lenders or other
Persons that provide financing to such Lender in the form of sales and repurchases of
participations without having to satisfy the foregoing requirements.



97









 






          (ii) A Participant shall not be entitled to receive any greater payment under Section
2.25 or 2.26 than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant. A Participant shall not be entitled to receive
any funds directly from the Company in respect of Sections 2.25, 2.26, 2.27 or 10.7 unless
such Participant shall have provided to Administrative Agent, acting for this purpose as an
agent of the Company, such information as is required to be recorded in the Register
pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant
shall not be entitled to the benefits of Section 2.26 unless such Participant complies with
Section 2.26(d) and (e) as though it were a Lender.




     (d) Any Lender may, without the consent of the Company or the Administrative Agent, at
any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge
or assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or Assignee for such Lender as a party hereto.




     (e) The Company, upon receipt of written notice from the relevant Lender, agrees to
issue Notes to any Lender requiring Notes to facilitate transactions of the type described
in paragraph (d) above.




     (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the
Loans it may have funded hereunder to its designating Lender without the consent of the
Company or the Administrative Agent and without regard to the limitations set forth in
Section 10.6(b). Each of the Company, each Subsidiary Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a Conduit Lender or
join any other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy
or similar law, for one year and one day after the payment in full of the latest maturing
commercial paper note issued by such Conduit Lender; provided, however, that each
Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless
each other party hereto for any loss, cost, damage or expense arising out of its inability
to institute such a proceeding against such Conduit Lender during such period of
forbearance.



          10.7 Adjustments; Set-off; Revolver Allocation. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders
under a particular Facility, if any Lender (a “Benefitted Lender”) shall, at any time after
the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to
Section 8, receive any payment of all or part of the Obligations owing to it, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in respect of the
Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash in Dollars
from the other Lenders a participating interest in such portion of the Obligations owing to each
such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as
shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such
collateral ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender,
such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery,
but without interest.





98









 









     (b) In addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to the Company or any Subsidiary Borrower, any
such notice being expressly waived by the Company and each Subsidiary Borrower to the extent
permitted by applicable law, upon all amounts owing hereunder becoming due and payable
(whether at the stated maturity, by acceleration or otherwise), to set off and appropriate
and apply against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency thereof to or
for the credit or the account of the Company or such Subsidiary Borrower, as the case may
be. Each Lender agrees promptly to notify the Company and the Administrative Agent after
any such setoff and application made by such Lender; provided that the failure to
give such notice shall not affect the validity of such setoff and application.




     (c) In the case of the Revolving Lenders, at any time when a Notice of Acceleration is
in effect, notwithstanding anything to the contrary contained in Section 2.24 or the
Collateral Trust Agreement, each payment received by the Administrative Agent pursuant to
any Loan Document in respect of the Obligations of each Loan Party owing to any Revolving
Lender and any Issuing Lender (the “Revolving Obligations”), and each distribution
made by the Administrative Agent pursuant to any Loan Document in respect of Revolving
Obligations, shall be distributed to the Revolving Lenders pro rata in
accordance with their respective CAM Percentages. Any direct payment received by a
Revolving Lender at any time when a Notice of Acceleration is in effect, including by way of
set-off, in respect of the Revolving Obligations shall be paid over to the Administrative
Agent for distribution to the Revolving Lenders in accordance with the provisions of the
foregoing sentence. In furtherance of the forgoing and in order to effect the allocation of
payments and distributions provided for in this paragraph (c), on the date of each such
payment or distribution, each Revolving Lender shall be deemed to have sold and purchased
participations in the Revolving Obligations and the unfunded Revolving Commitments under
each Revolving Facility such that, following such deemed exchange, each Revolving Lender
holds, directly or through its Applicable Lending Office, an interest in each one of the
Revolving Loans and L/C Obligations and other extensions of credit under any Revolving
Facility, and in the unfunded Revolving Commitments under each Revolving Facility, equal to
such Revolving Lender’s CAM Percentage on such date (the “CAM Exchange”). For
purposes of calculating the appropriate amount to be exchanged in connection with the deemed
exchange of interests pursuant to this paragraph, the interest in the Revolving Loans, L/C
Obligations and other extensions of credit denominated in any Currency other than Dollars
shall be converted into the Dollar Equivalent thereof on the date of exchange. Each
Revolving Lender consents and agrees to the CAM Exchange, and each Revolving Lender agrees
that the CAM Exchange shall be binding upon its successors and assigns and any Person that
acquires a participation in its interests in any Revolving Loans, L/C Obligations and other
extensions of credit under any Revolving Facility, or in any Revolving Commitment hereunder.



          10.8 Counterparts. This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. Delivery of an executed signature page of
this Agreement by facsimile or other electronic transmission shall be effective as delivery of a
manually executed counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Company and the Administrative Agent.




          10.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such




99









 








prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.




          10.10 Integration. This Agreement and the other Loan Documents represent the entire
agreement of the Company, the Administrative Agent and the Lenders with respect to the subject
matter hereof and thereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents (other than agreements between the
Company and any Swingline Lender or any Issuing Lender contemplated by this Agreement and any
Addendum executed and delivered on the Closing Date).




          10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.




          10.12 Submission to Jurisdiction; Waivers. Each of the Administrative Agent, the Lenders,
the Company and the Subsidiary Borrowers hereby irrevocably and unconditionally:





     (a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




     (c) in the case of each Subsidiary Borrower, hereby irrevocably designates the Company
(and the Company hereby irrevocably accepts such designation) as its agent to receive
service of process in any such action or proceeding; and




     (d) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages .



          10.13 Judgment. The obligations of the Company or any Subsidiary Borrower in respect
of this Agreement and the other Loan Documents due to any party hereto shall, notwithstanding any
judgment in a currency (the “judgment currency”) other than the currency in which the sum
originally due to such party is denominated (the “original currency”), be discharged only
to the extent that on the Business Day following receipt by such party of any sum adjudged to be so
due in the judgment currency such party may in accordance with normal banking procedures purchase
the original currency with the judgment currency; if the amount of the original currency so
purchased is less than the sum originally due under such judgment to such party in the original
currency, the Company or such Subsidiary Borrower, as the case may be, agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such party against such loss, and if
the amount of the original currency so purchased exceeds the sum originally due to any party to this Agreement, such party agrees to remit to the Company such
excess. The provisions of this Section 10.13 shall survive the termination of this Agreement and
payment of the


100









 






obligations of the Company and the Subsidiary Borrowers under this Agreement and the
other Loan Documents.




          10.14 Acknowledgements. Each of the Company and the Subsidiary Borrowers hereby
acknowledges that:





     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;




     (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with
or duty to the Company or any Subsidiary arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between Administrative Agent and
the Lenders, on one hand, and the Company or any Subsidiary, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and




     (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or among the
Company or any Subsidiary and the Lenders.



          10.15 Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably
authorized by each Lender (without requirement of notice to or consent of any Lender except as
expressly required by Section 10.1) to take, and the Administrative Agent hereby agrees to take
promptly, any action requested by the Company having the effect of releasing, or evidencing the
release of, any Collateral or Guarantee Obligations (including by instructing the Collateral
Trustee to do so) (i) to the extent necessary to permit consummation of any transaction not
prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or
(ii) under the circumstances described in paragraph (b) below. For the avoidance of doubt any such
action shall include directing the Collateral Trustee to take action under the Collateral Trust
Agreement.





     (b) At such time as the Loans, the Reimbursement Obligations and interest and fees
owing hereunder shall have been paid in full, the Commitments have been terminated and no
Letters of Credit shall be outstanding (or such Letters of Credit are Collateralized), the
Obligations shall cease to be “Secured Obligations” under the Security Documents and the
Administrative Agent shall provide notice to the Collateral Trustee thereof in accordance
with Section 6.12(a)(A) of the Collateral Trust Agreement.




     (c) The Collateral shall be released automatically on the first date (the
“Collateral Release Date”) on which each of the following has occurred: (a) the
Index Debt has at least two of the following three ratings: at least Baa3 by Moody’s, at
least BBB- by Fitch and/or at least BBB- by S&P, (b) the Term Loans (including any
Incremental Term Loans) shall have been paid in full and (c) the Company has delivered to
the Administrative Agent and the Collateral Trustee a certificate of a Responsible Officer
certifying that such conditions have been satisfied and stating that such certificate shall
constitute a “Collateral Release Notice”; provided, however, that any
guarantees and liens with respect to other Covered Debt and Permitted Second Lien Debt are
released concurrently therewith. Within three Business Days following the receipt of a
Collateral Release Notice, the Administrative Agent shall deliver to the Collateral Trustee
the notice required pursuant to Section 6.12(a) (B) of the Collateral Trust Agreement.



          10.16 Confidentiality. Each of the Administrative Agent and each Lender agrees to keep
confidential all non-public information provided to it by any Loan Party, the Administrative Agent




101









 








or any Lender pursuant to or in connection with this Agreement ; provided that nothing
herein shall prevent the Administrative Agent or any Lender from disclosing any such information
(a) to the Administrative Agent, any other Lender or any affiliate thereof, (b) subject to an
agreement to comply with the provisions of this Section (or other provisions at least as
restrictive as this Section), to any actual or prospective Transferee or any pledgee referred to in
Section 10.6(d) or any direct or indirect contractual counterparty (or the professional advisors
thereto) to any swap or derivative transaction relating to the Company and its obligations, (c) to
its employees, directors, trustees, agents, attorneys, accountants and other professional advisors
or those of any of its affiliates for performing the purposes of a Loan Document, (d) upon the
request or demand of any Governmental Authority or regulatory agency (including self-regulated
agencies), (e) in response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, after notice to the Company if reasonably
feasible, (f) if requested or required to do so in connection with any litigation or similar
proceeding, after notice to the Company if reasonably feasible, (g) that has been publicly
disclosed, (h) to the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with ratings issued with respect to such Lender, or (i) in
connection with the exercise of any remedy hereunder or under any other Loan Document.



          10.17 WAIVERS OF JURY TRIAL. THE COMPANY, EACH SUBSIDIARY BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.




          10.18 USA Patriot Act. Each Lender hereby notifies the Company and each Subsidiary
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and
record information that identifies the Company and each Subsidiary Borrower, which information
includes the name and address of the Company and each Subsidiary Borrower and other information
that will allow such Lender to identify the Company and each Subsidiary Borrower in accordance with
the USA Patriot Act.




102









 





Signature Page to

Credit Agreement




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day
and year first above written.




	 	 	 	 	 	 	 
	 	 	FORD MOTOR COMPANY
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Ann Marie Petach
	 	 
	 

	 	
 
	 	 
	 

	 	Name:
	 	Ann Marie Petach	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 











 









 











Signature Page to

Credit Agreement




	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Administrative
	 	 	     Agent
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Robert P. Kellas
	 	 
	 

	 	
 
	 	 
	 

	 	Name:
	 	Robert P. Kellas	 	 
	 

	 	Title:
	 	Vice President	 	 







 









 








SCHEDULE 1.1B

BORROWING BASE1



“Advance Percentage” means:





	 	(a)	 	with respect to Eligible Receivables, 75%;
	 
	 	(b)	 	with respect to Eligible Inventory, 60%;
	 
	 	(c)	 	with respect to Eligible Intercompany Notes (other than the Ford Canada Intercompany
Note and the Ford Canada Intercompany Payable), 75%;
	 
	 	(d)	 	with respect to Eligible Foreign Pledged Equity, 75%;
	 
	 	(e)	 	with respect to Eligible FMCC Pledged Equity, 75%; and
	 
	 	(f)	 	with respect to Eligible Non-PDMP M&E, 40%.




“Average Bookkeeping Rate” means, as of any date of determination, (a) with respect to
calculations of EBITDA, the average of the exchange rates for the conversion of the applicable
currency to U.S. dollars determined by the Company as of the last business day of the immediately
preceding fiscal quarters ended December 31st, March 31st, June 30th and September 30th, (b) with
respect to calculations of debt, the exchange rate for the conversion of the applicable currency to
U.S. dollars determined by the Company as of the last business day of the immediately preceding
fiscal year and (c) with respect to all other calculations based on the Average Bookkeeping Rate,
the average of the exchange rates for the conversion of the applicable currency to U.S. dollars
determined by the Company as of the last business day of the immediately preceding four fiscal
quarters. Each determination of the Average Bookkeeping Rate shall be made by the Company
consistent with past practice and shall be conclusive absent manifest error.



“Borrowing Base Amount” means, as of any date of determination:




     (a) with respect to Eligible Receivables, Eligible Inventory, Eligible Intercompany Notes
(other than the Ford Canada Intercompany Note and the Ford Canada Intercompany Payable), Eligible
Foreign Pledged Equity, Eligible FMCC Pledged Equity and Eligible Non-PDMP M&E, (i) the Eligible
Value for such Eligible Collateral multiplied by (ii) the Advance Percentage for such Eligible
Collateral;



     (b) with respect to the Ford Canada Intercompany Note and the Ford Canada Intercompany Payable
that constitute Eligible Intercompany Notes, the lesser of (i) the Canadian Borrowing Base and (ii)
the Eligible Value of the Ford Canada Intercompany Note plus the Eligible Value of the Ford Canada
Intercompany Payable;



     (c) with respect to Eligible PDMP PP&E, the PDMP Capped Amount; provided that if there has
been a decrease in the aggregate Net Book Value of Eligible PDMP PP&E from such value determined as
of the Closing Date, the Borrowing Base Amount with respect to Eligible PDMP PP&E





 




			
	1	 	Unless otherwise defined herein, terms
used herein and defined in the Credit Agreement to which this Schedule 1.1B is
attached (the “Credit Agreement”) shall have the meanings given to
them in the Credit Agreement.




 









 









shall be decreased by an amount equal to (x) the PDMP Ratio on the Closing Date multiplied by
(y) the aggregate cumulative decrease in such Net Book Value from the Closing Date to such time;




     (d) with respect to Eligible Intellectual Property, $2,500,000,000; and



     (e) with respect to Eligible Mazda Pledged Equity, the Eligible Value thereof.


“Canadian Borrowing Base” means, for Ford Canada as of any date of determination, the sum
of (a) 75% multiplied by the Net Book Value of third-party accounts receivable of Ford Canada, (b)
60% multiplied by the Net Book Value of inventory of Ford Canada and (c) 40% multiplied by the Net
Book Value of property, plant and equipment of Ford Canada, each as derived from the most recent
audited annual or unaudited quarterly financial statements of the Company (or internal unaudited
balance sheets and income statements in the case of a delay in providing the audited annual or
definitive quarterly financial statements as contemplated by the Credit Agreement) that are the
basis for the most recent Borrowing Base Certificate delivered to the Administrative Agent in
accordance with the Credit Agreement; provided, however, that the “Canadian Borrowing Base” shall
exclude any inventory, property, plant and equipment subject to any Canadian Material Permitted
Consensual Lien, except that no inventory, property, plant and equipment subject to any Canadian
Material Permitted Consensual Lien existing on the Closing Date shall be excluded from the
“Canadian Borrowing Base” until the delivery of the first Borrowing Base Certificate required to be
delivered after the Closing Date in accordance with the Credit Agreement.



“Canadian Customary Permitted Liens” means the Permitted Liens described in clauses (a),
(b), (c) and (d) of the definition thereof (mutatis mutandis).



“Canadian Material Permitted Consensual Lien” means any lien on inventory, equipment,
machinery or real estate of the kind described in clause (g), (h), (i), (j), (k) (to the extent
securing the renewal, refinancing, replacing, refunding, amendment, extension or modification, as a
whole or in part, of any indebtedness secured by a lien permitted by clause (g), (h), (i) or (j)),
(s) or (t) of the definition of Permitted Liens (mutatis mutandis) to secure indebtedness for
borrowed money (in a single transaction or a series of related transactions) if the Net Book Value
(determined, in the case of each such lien, as of the date such lien is incurred) of the assets
subject thereto is equal to $100,000,000 or more, in the case of any such lien existing on the
Closing Date, or $50,000,000 or more, in the case of any such lien created or incurred after the
Closing Date.



“Canadian Permitted Liens” means the Permitted Liens described in clauses (a) through (n)
and (q) through (t) of the definition thereof (mutatis mutandis) and, in addition, Liens not
otherwise permitted by the foregoing clauses securing obligations or other liabilities of Ford
Canada or any of its Subsidiaries; provided that the Outstanding Amount of all such obligations and
liabilities shall not exceed $100,000,000 at any time.



“Customary Permitted Liens” means the Permitted Liens described in clauses (a), (b), (c),
(d), (o) and (p) of the definition thereof.



“EBITDA” means, with respect to any Foreign Pledgee for any period, the consolidated
operating income (or, with respect to Ford Mexico and Ford Canada, the operating income) of such
Person for such period increased (to the extent deducted in determining operating income) by the
sum (without duplication) of (a) depreciation expense of such Person for such period and (b)
amortization expense of such Person for such period, in each case, as reflected on the most recent
statutory audited annual financial statements that are the basis for the most recent Borrowing Base
Certificate delivered to the Administrative Agent in accordance with the Credit Agreement;
provided, however, that if operating income, depreciation expense


2









 






and/or amortization expense are not reflected in such financial statements, then “EBITDA” shall be
determined as mutually agreed between the Administrative Agent and the Company in good faith based
on such financial statements to reflect the equivalents of operating income, depreciation expense
and/or amortization expense.



“Eligible Collateral” means Eligible Receivables, Eligible Inventory, Eligible Intercompany
Notes, Eligible Foreign Pledged Equity, Eligible FMCC Pledged Equity, Eligible PDMP PP&E, Eligible
Non-PDMP M&E, Eligible Intellectual Property and Eligible Mazda Pledged Equity.



“Eligible FMCC Pledged Equity” means, as of any date of determination, the equity interests
of FMCC that constitute Collateral and in which the Collateral Trustee has a valid, perfected and
enforceable security interest, subject to no prior Liens.



“Eligible Foreign Pledged Equity” means, as of any date of determination, the equity
interests of each Foreign Pledgee that constitute Collateral and in which the Collateral Trustee
has a valid, perfected and enforceable security interest, subject to no prior Liens; provided,
however, that (a) the equity interests of Volvo and Ford Mexico shall not constitute “Eligible
Foreign Pledged Equity” if, and for so long as, commencing with the date that is 180 days from the
Closing Date, the Post-Closing Deliverables for such equity interests have not been satisfied (it
being understood that such equity interests will become “Eligible Foreign Pledged Equity” at such
time as such Post-Closing Deliverables have been satisfied) and (b) the equity interests of such
Foreign Pledgee shall not constitute “Eligible Foreign Pledged Equity” if, and for so long as, the
statutory audited annual financial statements for such Foreign Pledgee have not been delivered to
the Administrative Agent to the extent and when required by the Loan Documents (it being understood
that such equity interests will become “Eligible Foreign Pledged Equity” at such time as such
financial statement have been delivered).



“Eligible Intellectual Property” means, as of any date of determination, the trademarks
listed on Schedule 1.1F of the Credit Agreement hereto that constitute Collateral and in which the
Collateral Trustee has a valid, perfected and enforceable security interest, subject only to
Customary Permitted Liens.



“Eligible Intercompany Notes” means, as of any date of determination, each of the Volvo
Intercompany Note, the Progress Ford Related Intercompany Note, the Ford Canada Intercompany Note,
the Ford Canada Intercompany Payable, the Grupo Ford Intercompany Note, the Land Rover Intercompany
Note (when issued) and the Volvo Restructured Intercompany Note (when issued), in each case that
constitute Collateral and in which the Collateral Trustee has a valid, perfected and enforceable
security interest, subject only to Permitted Liens described in clause (a) of the definition
thereof; provided, however, that (a) with respect to the Progress Ford Related Intercompany Note,
(i) the obligations of Ford Canada to the Company shall be secured by a security interest in the
Progress Ford Intercompany Note, which security interest shall constitute a valid, perfected and
enforceable security interest in favor of the Company, subject to no prior liens, (ii) Progress
Ford shall directly own 100% of the equity interests of LR Capital Limited (Sarl) (“LR
Capital”), (iii) LR Capital shall directly own 100% of the equity interests of LRC
International Finance (Sarl) (“LRC Finance”), (iv) Land Rover shall have $2.2 billion in
principal amount owing to LRC Finance pursuant to an intercompany note (the “Land Rover
Intermediate Intercompany Note”) and (v) none of Progress Ford, LR Capital and LRC Finance
shall have any assets (other than (A) the equity interests of LR Capital, in the case of Progress
Ford, (B) the equity interests of LRC Finance, in the case of LR Capital and (C) the Land Rover
Intermediate Intercompany Note, in the case of LRC Finance) or any debt or other liabilities (other
than those incidental to the maintenance of their existence or the ownership of the assets
permitted to be owned by them pursuant to this clause (v) and, in the case of Progress Ford, the
Progress Ford Intercompany Note), or shall conduct any business (other than the ownership of (A)
the equity interests of LR Capital, in the case of Progress Ford, (B) the equity interests of LRC
Finance, in the case of LR Capital and (C) the Land Rover Intermediate Intercompany Note, in


3









 






the case of LRC Finance), (b) with respect to the Ford Canada Intercompany Note, the obligations of
Ford Canada to the Company shall be secured by a valid, perfected and enforceable security interest
in favor of the Company in the accounts receivable, inventory and property, plant and equipment of
Ford Canada included in the Canadian Borrowing Base (except that security interests with respect to
real estate shall be limited to mortgages on the properties listed on Schedule 6.7(e) of the Credit
Agreement under the heading “Canadian Mortgages”), subject only to Canadian Customary Permitted
Liens in the case of accounts receivable and subject only to Canadian Permitted Liens in the case
of inventory, property, plant and equipment, which security interest shall be pari passu with the
security interest in such assets securing the Ford Canada Intercompany Payable, (c) with respect to
the Ford Canada Intercompany Payable, the obligations of Ford Canada to the Company shall be
secured by a valid, perfected and enforceable security interest in favor of the Company in the
accounts receivable, inventory and property, plant and equipment of Ford Canada included in the
Canadian Borrowing Base (except that security interests with respect to real estate shall be
limited to mortgages on the properties listed on Schedule 6.7(e) of the Credit Agreement under the
heading “Canadian Mortgages”
), subject only to Canadian Customary Permitted Liens in the case of
accounts receivable and subject only to Canadian Permitted Liens in the case of inventory,
property, plant and equipment, which security interest shall be pari passu with the security
interest in such assets securing the Ford Canada Intercompany Note and (d) with respect to the
Volvo Restructured Intercompany Note, (i) the Company shall directly own 100% of the equity
interests of Volvo Holding Company and (ii) Volvo Holding Company (and each holding company
Subsidiary thereof) shall not have any assets (other than the Volvo Restructured Intercompany Note
(or an equivalent loan to its holding company Subsidiary (the “Volvo Intermediate Intercompany
Note”)), the equity interest of a holding company or the equity interests in Volvo) or any debt
or other liabilities (other than those incidental to the maintenance of their existence or the
ownership of the assets permitted to be owned by them pursuant to this clause (ii)), or shall
conduct any business (other than ownership of the Volvo Restructured Intercompany Note, the equity
interest of a holding company or the equity interests in Volvo).



“Eligible Inventory” means, as of any date of determination, the items classified by the
Company as “inventory” in accordance with GAAP, including raw materials, work-in-process, finished
goods, parts and supplies, that constitute Collateral and in which the Collateral Trustee has a
valid, perfected and enforceable security interest, subject only to Permitted Liens; provided,
however, that “Eligible Inventory” shall exclude any inventory subject to any Material Permitted
Consensual Lien, except that no inventory subject to any Material Permitted Consensual Lien
existing on the Closing Date shall be excluded from “Eligible Inventory” until the delivery of the
first Borrowing Base Certificate required to be delivered after the Closing Date in accordance with
the Credit Agreement.



“Eligible Mazda Pledged Equity” means, as of any date of determination, the Mazda Shares
that constitute Collateral and in which the Collateral Trustee has a valid, perfected and
enforceable security interest, subject to no prior liens; provided, however, that the Mazda Shares
shall not constitute “Eligible Mazda Pledged Equity” if they are Excluded Property (as defined in
the Security Agreement).



“Eligible Non-PDMP M&E” means, as of any date of determination, the items classified
by the Company as “machinery” and “equipment” in accordance with GAAP (a) that do not constitute
PDMP and (b) that constitute Collateral and in which the Collateral Trustee has a valid, perfected
and enforceable security interest, subject only to Permitted Liens; provided, however, that
“Eligible Non-PDMP M&E” shall exclude any machinery and equipment subject to any Material Permitted
Consensual Lien, except that no machinery and equipment subject to any Material Permitted
Consensual Lien existing on the Closing Date shall be excluded from “Eligible Non-PDMP M&E” until
the delivery of the first Borrowing Base Certificate required to be delivered after the Closing
Date in accordance with the Credit Agreement.




4









 







“Eligible PDMP PP&E” means, as of any date of determination, the items classified by the
Company as “real estate”, “machinery” and “equipment” in accordance with GAAP (a) that constitute
PDMP and (b) that constitute Collateral and in which the Collateral Trustee has a valid, perfected
and enforceable security interest, subject only to Permitted Liens (except that security interests
with respect to real estate shall be limited to mortgages on the properties listed on Schedule 1.1E
of the Credit Agreement); provided, however, that real estate, machinery and equipment shall not
constitute “Eligible PDMP PP&E” if, and for so long as, commencing with the date that is 180 days
from the Closing Date, the Real Estate Post-Closing Deliverables for the applicable real estate on
which such machinery and equipment are located has not been satisfied (it being understood that
such real estate, machinery and equipment will become “Eligible PDMP PP&E” at such time as such
Real Estate Post-Closing Deliverables have been satisfied); provided, further, that “Eligible PDMP
PP&E” shall exclude any real estate, machinery and equipment subject to any Material Permitted
Consensual Lien, except that no real estate, machinery and equipment subject to any Material
Permitted Consensual Lien existing on the Closing Date shall be excluded from “Eligible PDMP PP&E”
until the delivery of the first Borrowing Base Certificate required to be delivered after the
Closing Date in accordance with the Credit Agreement.



“Eligible Receivables” means, as of any date of determination, the items classified by the
Company as “accounts receivable” in accordance with GAAP (a) that are owing by a Person that is not
a consolidated Affiliate of the Company and (b) that constitute Collateral and in which the
Collateral Trustee has a valid, perfected and enforceable security interest, subject only to
Customary Permitted Liens.



“Eligible Value” means, as of any date of determination:





(a) with respect to Eligible Receivables, the Net Book Value of Eligible Receivables as
derived from the general ledger of the Company that is the basis for the most recent
Borrowing Base Certificate delivered to the Administrative Agent in accordance with the
Credit Agreement;




(b) with respect to Eligible Inventory, (i) the gross book value of Eligible Inventory as
derived from the general ledger of the Company that is the basis for the most recent
Borrowing Base Certificate delivered to the Administrative Agent in accordance with the
Credit Agreement plus (ii) an amount equal to the Company’s LIFO adjustment for Eligible
Inventory to the extent deducted in calculating the gross book value thereof plus (iii) an
amount equal to the Company’s unrealized profit (UPI) adjustment for Eligible Inventory to
the extent deducted in calculating the gross book value thereof;




(c) with respect to Eligible Intercompany Notes:




(i) with respect to the Volvo Intercompany Note, the Ford Canada Intercompany Note
and the Progress Ford Related Intercompany Note, the outstanding principal amount of
such Eligible Intercompany Note on such date of determination; provided, however,
that the Eligible Value for the Progress Ford Related Intercompany Note shall be $0
if the Land Rover Intercompany Note shall constitute an Eligible Intercompany Note;
provided, further, that the Eligible Value for the Volvo Intercompany Note shall be
$0 if the Volvo Restructured Intercompany Note shall constitute an Eligible
Intercompany Note;




(ii) with respect to the Ford Canada Intercompany Payable, the amount owing (whether
or not then due) to the Company on such date of determination;




(iii) with respect to the Grupo Ford Intercompany Note, the lesser of (A) the
outstanding principal amount of such Eligible Intercompany Note on such date of
determination and (B) the Eligible Value of the Eligible Foreign Pledged Equity of
Ford



5









 







Mexico (prior to subtracting the outstanding principal amount of such Eligible
Intercompany Note and prior to applying the Pledged Percentage as described in such
calculation below);




(iv) with respect to the Land Rover Intercompany Note (when issued), the lesser of
(A) the outstanding principal amount of such Eligible Intercompany Note on such date
of determination and (B) $1.3 billion; and




(v) with respect to the Volvo Restructured Intercompany Note (when issued), the
lesser of (A) the outstanding principal amount of such Eligible Intercompany Note on
such date of determination and (B) if the Volvo Intermediate Intercompany Note is
denominated in Swedish Krona, the outstanding principal amount of the Volvo
Intermediate Intercompany Note on such date of determination, as converted to U.S.
dollars using the Average Bookkeeping Rates;




(d) with respect to Eligible Foreign Pledged Equity:




(i) with respect to Volvo, an amount equal to (A) the applicable Pledged Percentage
multiplied by (B) (x) the 2 year average EBITDA of Volvo multiplied by five, minus
(y) the outstanding amount of third-party debt owed by Volvo and its Subsidiaries
(other than any debt owed by Volvo under the Revolving Facility in the event Volvo
is a Foreign Subsidiary Borrower), minus (z) the outstanding amount of intercompany
debt owed by Volvo and its Subsidiaries, excluding intercompany debt owing between
Volvo and its Subsidiaries (i.e., debt that would be eliminated in preparing a
consolidated financial statement for Volvo);




(ii) with respect to Ford Canada, an amount equal to (A) the applicable Pledged
Percentage multiplied by (B) (w) the 2 year average EBITDA of Ford Canada multiplied
by five, minus (x) the outstanding amount of third-party debt owed by Ford Canada,
minus (y) the outstanding amount of intercompany debt owed by Ford Canada and its
Subsidiaries, excluding intercompany debt owing between Ford Canada and its
Subsidiaries (i.e., debt that would be eliminated in preparing a consolidated
financial statement for Ford Canada), minus (z) the amount owing (whether or not
then due) to the Company under the Ford Canada Intercompany Payable;




(iii) with respect to Ford Mexico, an amount equal to (A) the applicable Pledged
Percentage multiplied by (B) (w) the 2 year average EBITDA of Ford Mexico multiplied
by five, minus (x) the outstanding amount of third-party debt owed by Grupo Ford,
Ford Mexico and their Subsidiaries, minus (y) the outstanding amount of intercompany
debt owed by Grupo Ford, Ford Mexico and their Subsidiaries, excluding intercompany
debt owing between Ford Mexico and its Subsidiaries (i.e., debt that would be
eliminated in preparing a consolidated financial statement for Ford Mexico), minus
(z) the outstanding amount of the Grupo Ford Intercompany Note;




(iv) with respect to Ford Argentina and Ford South Africa, an amount equal to (A)
the applicable Pledged Percentage for such Foreign Pledgee multiplied by (B) (x) the
2 year average EBITDA of such Foreign Pledgee multiplied by three, minus (y) the
outstanding amount of third-party debt owed by such Foreign Pledgee and its
Subsidiaries, minus (z) the outstanding amount of intercompany debt owed by such
Foreign Pledgee and its Subsidiaries, excluding intercompany debt owing between such



6









 







Foreign Pledgee and its Subsidiaries (i.e., debt that would be eliminated in
preparing a consolidated financial statement for such Foreign Pledgee); and




(v) with respect to any other Foreign Pledgee not otherwise described above, an
amount equal to (A) the applicable Pledged Percentage of such Foreign Pledgee
multiplied by (B) (x) the 2 year average EBITDA of such Foreign Pledgee multiplied
by five, minus (y) the outstanding amount of third-party debt owed by such Foreign
Pledgee and its Subsidiaries, minus (z) the outstanding amount of intercompany debt
owed by such Foreign Pledgee and its Subsidiaries, excluding intercompany debt owing
between such Foreign Pledgee and its Subsidiaries (i.e., debt that would be
eliminated in preparing a consolidated financial statement for such Foreign
Pledgee);




(e) with respect to Eligible FMCC Pledged Equity, (i) at any time prior to an IPO of FMCC,
an amount equal to (A) the applicable Pledged Percentage multiplied by (B) (w) the total
stockholder’s equity with respect to the Eligible FMCC Pledged Equity as reflected on the
consolidated balance sheet of FMCC that is the basis for the most recent Borrowing Base
Certificate delivered to the Administrative Agent in accordance with the Credit Agreement,
minus (x) the Net Automotive Payable at such time, minus (y) 30% of the Net Book Value of
the FMC Related Receivables at such time plus (z) the Net FMCC Payable at such time (in all
cases (z) shall be limited to an amount no greater than (y)) and (ii) at any time after an
IPO of FMCC, an amount equal to (A) the applicable Pledged Percentage multiplied by (B) the
Market Value of such Eligible FMCC Pledged Equity;




(f) with respect to Eligible PDMP PP&E, the Net Book Value of the Eligible PDMP PP&E as
derived from the general ledger of the Company that is the basis for the most recent
Borrowing Base Certificate delivered to the Administrative Agent in accordance with the
Credit Agreement;




(g) with respect to Eligible Non-PDMP M&E, the Net Book Value of the Eligible Non-PDMP M&E
as derived from the general ledger of the Company that is the basis for the most recent
Borrowing Base Certificate delivered to the Administrative Agent in accordance with the
Credit Agreement; and




(h) with respect to Eligible Mazda Pledged Equity, if the Mazda Valuation Test is satisfied
as of the date such Mazda Shares become Eligible Mazda Pledged Equity, an amount equal to
(i) 75% multiplied by (ii) (A) the number of Mazda Shares constituting Eligible Mazda
Pledged Equity multiplied by (B) the Market Value thereof (or, if the Mazda Valuation Test
is not satisfied as of such date, such other value established by agreement of the Company
and the Administrative Agent with the consent of the Required Lenders; provided, however,
that the Eligible Value for the Eligible Mazda Pledged Equity shall be $0 if the Mazda
Valuation Test is not satisfied and the Required Lenders do not consent to such other
value);



     provided, however, that the Eligible Value for Eligible Collateral shall be adjusted on a pro
forma basis (in each case using the values derived from the consolidated financial statements that
were the basis for the then most recent Borrowing Base Certificate delivered to the Administrative
Agent in accordance with the Credit Agreement) from time to time as provided in Section 7.4 and
Section 7.5 of the Credit Agreement; provided, further, that for purposes of the calculations
described in paragraphs (c)(i) (with respect to the Volvo Intercompany Note, the Progress Ford
Related Intercompany Note and the Volvo Restructured Intercompany Note only) and (c)(iv) above, the
Eligible Value for such Eligible Collateral shall be reduced on a dollar-for-dollar basis in
connection with the sale (other than in the ordinary course of business) of more than 20% of the
then total consolidated assets of Volvo or Land Rover Holdings, as applicable, in a single
transaction or a series of related transactions, to the extent that the Net Cash



7









 







Proceeds of such sale are not reinvested in the business of Volvo and its Subsidiaries or Land
Rover Holdings and its Subsidiaries, as applicable; provided, further, that for purposes of the
calculations described in paragraphs (d) and (h) above, all amounts denominated in a foreign
currency will be converted to U.S. dollars using the Average Bookkeeping Rate.


“FMC Related Receivables” means the following types of receivables purchased by or assigned
to FMCC or its Subsidiaries from the Company or its Subsidiaries (other than FMCC and its
Subsidiaries), or originated by FMCC or its Subsidiaries, each of which may be guaranteed (in whole
or in part) by the Company or its Subsidiaries (other than FMCC and its Subsidiaries), and in each
case subject to the Netting Agreement: receivables related to the sale of automotive parts and
accessories (US, Canada, Europe and Asia Pacific), receivables related to the Ford Rent A Car
(FRAC) program, receivables related to the company car program (US, Europe and Asia), receivables
related to the chassis converter program (US) and receivables related to the used vehicle
repurchase program (US, Canada and Europe); provided, however, that FMC Related Receivables shall
not include any of the foregoing receivables that have been sold in an on- or off-balance sheet
securitization or other structured finance transaction.



“FMCC Shares” means the common stock of FMCC.



“Ford Canada Intercompany Note” means the $750,910,813 intercompany note from Ford Canada
to the Company listed on Schedule 5.1(g) of the Credit Agreement.



“Ford Canada Intercompany Payable” means the $1,900,000,000 intercompany payable from Ford
Canada to the Company listed on Schedule 5.1(g) of the Credit Agreement.



“Foreign Pledgee” means Ford VHC AB (“Volvo”), Ford Capital B.V., Ford Espana S.A.,
Ford Automotive Holdings, Ford Deutschland Holding GmbH, Ford Motor Company, S.A. de C.V.
(“Ford Mexico”), Ford Motor Company of Canada, Limited (“Ford Canada”), Ford
Argentina S.C.A. (“Ford Argentina”) and Ford Motor Company of Southern Africa (Pty) Limited
(“Ford South Africa”).



“Grupo Ford Intercompany Note” means the $901,750,621 intercompany note from Grupo Ford to
Ford Mexico Holdings, Inc. listed on Schedule 5.1(g) of the Credit Agreement.



“IPO” means the issuance by FMCC of FMCC Shares in an underwritten initial public
offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant
to an effective registration statement filed with the SEC in accordance with the Securities Act of
1933.



“Land Rover” means Land Rover, a company organized in England and a wholly-owned Subsidiary
of Land Rover Holdings.



“Land Rover Holdings” means Land Rover Holdings, a company organized in England and a
wholly-owned Subsidiary of Ford Canada.



“Land Rover Intercompany Note” means the intercompany note or notes that are issued by Land
Rover Holdings to the Company in connection with the restructuring of the Progress Ford
Intercompany Note, on terms reasonably satisfactory to the Administrative Agent.



“Material Permitted Consensual Lien” means any lien on inventory, equipment, machinery or
real estate of the kind described in clause (g), (h), (i), (j), (k) (to the extent securing the
renewal, refinancing, replacing, refunding, amendment, extension or modification, as a whole or in
part, of any indebtedness secured by a lien permitted by clause (g), (h), (i) or (j)), (s) or (t)
of the definition of Permitted Liens to secure indebtedness for borrowed money (in a single
transaction or a series of related transactions) if the


8









 






Net Book Value (determined, in the case of each such lien, as of the date such lien is incurred) of
the assets subject thereto is equal to $100,000,000 or more, in the case of any such lien existing
on the Closing Date, or $50,000,000 or more, in the case of any such lien created or incurred after
the Closing Date.



“Market Value” means (a) for Mazada Shares, the average closing price of Mazda Shares on
the Tokyo Stock Exchange as reported by Bloomberg (or, if not reported therein, another publication
reasonably satisfactory to the Administrative Agent) for the last 10 trading days of the calendar
quarter immediately preceding the date of determination thereof and (b) for FMCC Shares at any time
after an IPO of FMCC, (x) if reported on the principal national securities exchange on which the
same are then listed or admitted to trading, the average closing price of FMCC Shares, or (y) if
designated as a national market system security by the NASD, the average of the last sale price of
FMCC Shares, regular way, or if FMCC Shares are not so designated, the average of the reported
closing bid and asked prices thereof as shown by the NASD automated quotation system, as the
applicable prices are reported by Bloomberg (or, if not reported therein, another publication
reasonably satisfactory to the Administrative Agent) for the last 10 trading days of the calendar
quarter immediately preceding the date of determination thereof.



“Mazda Shares” means the common stock of Mazda Motor Corporation.



“Mazda Valuation Test” means a test that is satisfied if the average closing price of a
Mazda Share in Japanese Yen on the Tokyo Stock Exchange as reported by Bloomberg (or, if not
reported therein, another publication reasonably satisfactory to the Administrative Agent) as of
the last trading day of each calendar quarter for the 8 calendar quarters immediately prior to the
pledge of such Mazda Shares to the Collateral Trustee shall be equal to at least 80% of the closing
price of a Mazda Share in Japanese Yen on the Tokyo Stock Exchange as reported by Bloomberg (or, if
not reported therein, another publication reasonably satisfactory to the Administrative Agent) as
of the last trading day immediately prior to the Closing Date.



“Net Automotive Payable” means at any time the excess, if any, of (a) the amounts owing
(whether or not then due) to FMCC and its Subsidiaries from the Company and its Subsidiaries (other
than FMCC and its Subsidiaries) over (b) the amounts owing (whether or not then due) to the Company
and its Subsidiaries (other than FMCC and its Subsidiaries) from FMCC and its Subsidiaries, in each
case subject to the Netting Agreement.



“Net FMCC Payable” means at any time the excess, if any, of (a) the amounts owing (whether
or not then due) to the Company and its Subsidiaries (other than FMCC and its Subsidiaries) from
FMCC and its Subsidiaries over (b) the amounts owing (whether or not then due) to FMCC and its
Subsidiaries from the Company and its Subsidiaries (other than FMCC and its Subsidiaries), in each
case subject to the Netting Agreement.



“Netting Agreement” means the Amended and Restated Agreement between the Company and FMCC,
dated as of December 12, 2006.



“Pledged Percentage” means, with respect to any Eligible Foreign Pledged Equity or the
Eligible FMCC Pledged Equity at any time, the percentage of the aggregate underlying economic value
of the related issuer that is represented by the equity interest(s) of a Foreign Pledgee or FMCC,
respectively, that satisfies the definition of Eligible Foreign Pledged Equity or Eligible FMCC
Pledged Equity, as applicable, at such time.



“Progress Ford Intercompany Note” means the $1.3 billion intercompany note from Progress
Ford Sales Limited (“Progress Ford”) to Ford Canada listed on Schedule 5.1(g) of the Credit
Agreement.




9









 







“Progress Ford Related Intercompany Note” means the $1.3 billion intercompany note from
Ford Canada to the Company listed on Schedule 5.1(g) of the Credit Agreement.



“Volvo Holding Company” means one or more wholly-owned direct Subsidiaries of the Company
that directly, or indirectly through another wholly-owned Subsidiary, own 100% of Volvo.



“Volvo Intercompany Note” means the $3,500,000,000 intercompany note from Volvo to the
Company listed on Schedule 5.1(g) of the Credit Agreement.



“Volvo Restructured Intercompany Note” means the intercompany note or notes that are
issued by Volvo Holding Company to the Company in connection with the restructuring of the Volvo
Intercompany Note, on terms reasonably satisfactory to the Administrative Agent.



Notwithstanding anything herein to the contrary, the Volvo Intercompany Note, the Volvo
Restructured Intercompany Note and the Eligible Pledged Equity of Volvo shall have an Eligible
Value of $0 at any time after an event of the type described in Section 8(f) of the Credit
Agreement has occurred and is continuing with respect to Volvo, Volvo Car Holding Corporation or
Volvo Car Corporation.





10









 










SCHEDULE 1.1D

INITIAL SUBSIDIARY GUARANTORS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Federal	 	 	 	 
	 	 	 	 	Registered	 	 	 	 	 	Taxpayer	 	 	 	 
	 	 	 	 	Organization	 	Organizational	 	Identification	 	State of	 	Principal Place of
	Legal Name	 	Type of Entity	 	(Yes/No)	 	Number	 	Number	 	Formation	 	Business
	3000 Schaefer Road Company

	 	Corporation
	 	Yes
	 	 	144453	 	 	38 - 1906301
	 	Michigan
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford European Holdings LLC

	 	Limited Liability Company
	 	Yes
	 	 	2974559	 	 	38 - 3442908
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Global Technologies, LLC

	 	Limited Liability Company
	 	Yes
	 	 	3593792	 	 	38 - 6058810
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Holdings LLC

	 	Limited Liability Company
	 	Yes
	 	 	2206682	 	 	38 - 2890269
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford International Capital 

Corporation*

	 	Corporation
	 	Yes
	 	 	0673909	 	 	38 - 1885617
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Mexico Holdings, Inc.*

	 	Corporation
	 	Yes
	 	 	3281198	 	 	38 - 3563830
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Service Company

	 	Corporation
	 	Yes
	 	 	486480	 	 	38 - 3364381
	 	Michigan
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Vehicle Assurance Company, 

LLC

	 	Limited Liability Company
	 	Yes
	 	 	4083499	 	 	38 - 3419908
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford South America Holdings, LLC

	 	Limited Liability Company
	 	Yes
	 	 	3080817	 	 	38 - 0549190
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Trading Company, LLC

	 	Limited Liability Company
	 	Yes
	 	 	2919002	 	 	38 - 0549190
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Component Sales, L.L.C.

	 	Limited Liability Company
	 	Yes
	 	 	2830472	 	 	38 - 3384550
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Land Rover North America, Inc.

	 	Corporation
	 	Yes
	 	 	2075961	 	 	22 - 2675556
	 	Delaware
	 	Michigan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Volvo Cars of North America, LLC

	 	Limited Liability Company
	 	Yes
	 	 	0906002	 	 	31 - 1814807
	 	Delaware
	 	Michigan








 




			
	*	 	Guaranty has limited recourse to the
pledged assets of the relevant entity.






 









 





SCHEDULE 1.1E

MORTGAGED PROPERTY




          Closing Date Mortgages:




	 	 	 	 	 	 	 
	 	 	Owner/Entity of Record	 	Location Address	 	Recording Office
	1.

	 	Ford Motor Co. / Kentucky Truck
Plant
	 	3001 Chamberlain
Lane Louisville, KY
40232
	 	Jefferson County Clerk
527 W. Jefferson, Room 204A
Louisville, KY 40202
	 
	 	 	 	 	 	 
	2.

	 	Ford Motor Co. / Dearborn Truck
Plant
	 	3001 Miller Road
Dearborn MI, 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	3.

	 	Ford Motor Co. / Sharonville Plant
	 	3000 Sharon Road
Sharonville, OH
45241
	 	Hamilton Country Recorder
138 East Court St., Room 101
Cincinnati, OH 45202
	 
	 	 	 	 	 	 
	4.

	 	Ford Motor Co. / Kansas City
Assembly Plant
	 	8121 Northeast
Highway 69
Claycomo, MO 64119
	 	Clay County Recorder of
Deeds
One Courthouse Square
Administration Bldg.
Liberty, MO 64068
	 
	 	 	 	 	 	 
	5.

	 	Ford Motor Co. / Michigan Truck
Plant
	 	38303 Michigan Ave
Wayne, MI 48184
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	6.

	 	Ford Motor Co. / Lima Engine Plant
	 	1155 Bible Road
Lima, OH 45801
	 	Allen County Recorder
301 North Main Street, Room
204
Lima, OH 45801
	 
	 	 	 	 	 	 
	7.

	 	Ford Motor Co. / Chicago Assembly
Plant
	 	12600 S Torrence
Ave Chicago, IL
60633
	 	Cook County Recorder
118 North Clark St., Room
120
Chicago, IL 60602
	 
	 	 	 	 	 	 
	8.

	 	Ford Motor Co. / Van Dyke Plant
	 	41111 Van Dyke
Sterling Heights,
MI 48314
	 	Macomb County Register of
Deeds
10 North Main
Mt. Clemens, MI 48043
	 
	 	 	 	 	 	 
	9.

	 	Ford Motor Co. / Cleveland Engine
Plant #1
	 	17601 Brook Park
Road Brook Park, OH
47331
	 	Cuyahoga County Recorder
1219 Ontario Street
Room 220
Cleveland, OH 44113
	 
	 	 	 	 	 	 
	10.

	 	Ford Motor Co. / Livonia Plant
	 	35500 Plymouth Road
Livonia, MI 48150
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	11.

	 	Ford Motor Co. / Vehicle
Operations General Office/New
Model Product Development Center
	 	17000 Oakwood Blvd
Dearborn MI, 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	12.

	 	Ford Motor Co. / Product
Development Center
	 	20901 Oakwood Blvd
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	13.

	 	Ford Motor Co. / Allen Park Test
Lab
	 	1500 Enterprise
Drive Allen Park,
MI 48101
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	14.

	 	Ford Motor Co. / Advanced
Engineering Center
	 	2400 Village Road
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	15.

	 	Ford Motor Co. / Automotive
Safety Center
	 	1201 Village Road
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	Owner/Entity of Record	 	Location Address	 	Recording Office
	16.

	 	Ford Motor Co. / Crash Barrier
Building
	 	20000 Oakwood Blvd
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	17.

	 	Ford Motor Co. / Automotive
Transmission New Product Center
	 	35500 Plymouth Road
Livonia, MI 48150
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	18.

	 	Ford Motor Co. / Building #1
	 	20000 Rotunda
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	19.

	 	Ford Motor Co. / Building #2
	 	20000 Rotunda
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	20.

	 	Ford Motor Co. / Building #3
	 	20100 Rotunda
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	21.

	 	Ford Motor Co. / Building #4
	 	20200 Rotunda
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	22.

	 	Ford Motor Co. / Building #5
	 	20300 Rotunda,
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	23.

	 	Ford Motor Co. / Certification
Test Lab
	 	20400 Oakwood Blvd
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	24.

	 	Ford Motor Co. / Dearborn Proving
Grounds
	 	20050 Oakwood Blvd
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	25.

	 	Ford Motor Co. / Engineering
Computer Center
	 	20600 Rotunda Drive
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	26.

	 	Ford Motor Co. / Experimental
Engine Building
	 	20600 Oakwood Blvd
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	27.

	 	Ford Motor Co. / Dynamometer
Building
	 	1701 Village Road
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	28.

	 	Ford Motor Co. / Engineering
Services Building
	 	1451 Village Road
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	29.

	 	Ford Motor Co. / Experimental
Vehicle Building
	 	20800 Oakwood Blvd
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	30.

	 	Ford Motor Co. / Facilities
Services Building
	 	21500 Oakwood Blvd
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	31.

	 	Ford Motor Co. / Gas Turbine Lab
	 	1751 Village Road
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	32.

	 	Ford Motor Co. / Michigan Proving
Grounds
	 	74240 Fisher Road
Romeo, MI 48065
	 	Macomb County Register of
Deeds
10 North Main
Mt. Clemens, MI 48043






2









 






	 	 	 	 	 	 	 
	 	 	Owner/Entity of Record	 	Location Address	 	Recording Office
	33.

	 	Ford Motor Co. / Personnel &
Administration Building
	 	21500 Oakwood Blvd
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	34.

	 	Ford Motor Co. / Powertrain and
Fuel Systems Lab
	 	2440 Village Road
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	35.

	 	Ford Motor Co. / Scientific
Research Lab
	 	2101 Village Road
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	36.

	 	Ford Motor Co. / Wind Tunnel #2-5
	 	20500 Oakwood Blvd
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	37.

	 	Ford Motor Co. / Conference and
Events Center
	 	1151 Village Road
Dearborn, MI 48124
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	38.

	 	Ford Motor Co. / World
Headquarters Building
	 	1 American Road
Dearborn, MI 48126
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	39.

	 	Ford Motor Co. / Ford Motor
Credit Company Building
	 	1 American Road
Dearborn, MI 48126
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	40.

	 	Ford Motor Co. / Brownstown – PRC
	 	25555 Pennsylvania
Road Romulus, MI
48174
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	41.

	 	Ford Motor Co. / National PDC
	 	11871 Middlebelt
Road Livonia, MI
48150
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	42.

	 	Ford Motor Co. / Dearborn Tool &
Die Plant
	 	3001 Miller Road
Dearborn, MI 48121
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	43.

	 	Ford Motor Co. / Walton Hills
Stamping Plant
	 	7845 Northfield
Road Walton Hills,
OH 44146
	 	Cuyahoga County Recorder
1219 Ontario Street
Room 220
Cleveland, OH 44113
	 
	 	 	 	 	 	 
	44.

	 	Ford Motor Co./ Michigan Truck –
Paint Plant
	 	38547 Michigan
Avenue Wayne, MI
48184
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	45.

	 	Ford Motor Co./ Michigan Truck –
Body Shop
	 	38000 Van Born Road
Wayne, MI 48184
	 	Wayne Country Register of
Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	46.

	 	Ford of Canada / Windsor Engine
Plant
	 	1000 Henry Ford
Centre Drive,
Windsor, ON N9A
7E8, Canada
	 	N/A
	 
	 	 	 	 	 	 
	47.

	 	Ford of Canada / Parts
Distribution Centre
	 	8000 Dixie Road
Bramalea, ON L6T
2J7, Canada
	 	N/A
	 
	 	 	 	 	 	 
	48.

	 	Ford of Canada / Ontario Truck
Plant
	 	Royal Windsor &
Ford Drive,
Oakville, ON L6J
5E7, Canada
	 	N/A
	 
	 	 	 	 	 	 
	49.

	 	Ford of Canada / Oakville
Assembly Plant
	 	Periphery Road
Oakville, ON
L6J5C9, Canada
	 	N/A






3









 






	 	 	 	 	 	 	 
	 	 	Owner/Entity of Record	 	Location Address	 	Recording Office
	50.

	 	Ford of Canada / Ford of Canada
Headquarters
	 	The Canadian Road
Oakville, ON L6J
5E4, Canada
	 	N/A






          Post-Closing Date Mortgages:




	 	 	 	 	 	 	 
	 	 	Owner/Entity of Record	 	Location Address	 	Recording Office
	1.

	 	Ford Motor Co./ Romeo Engine
Plant
	 	701 East 32 Mile
Road Romeo, MI
48065
	 	Macomb County
Register of Deeds
10 North Main
Mt. Clemens, MI 48043
	 
	 	 	 	 	 	 
	2.

	 	Ford Motor Co./ Ohio Truck Plant
	 	650 Miller Road
Avon Lake, OH 44012
	 	Lorain County Recorder
226 Middle Avenue
Elyria, OH 44035
	 
	 	 	 	 	 	 
	3.

	 	Ford Motor Co./ Dearborn Engine
Plant
	 	3001 Miller Road
Dearborn, MI 48121
	 	Wayne Country
Register of Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	4.

	 	Ford Motor Co./ Dearborn
Stamping Plant
	 	3001 Miller Road
Dearborn, MI 48121
	 	Wayne Country
Register of Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	5.

	 	Ford Motor Co./ Woodhaven
Stamping Plant
	 	20900 West Road
Woodhaven, MI 48183
	 	Wayne Country
Register of Deeds
400 Monroe
Detroit, MI 48226
	 
	 	 	 	 	 	 
	6.

	 	Ford Motor Co./ Chicago
Stamping Plant
	 	1000 East Lincoln
Highway Chicago, IL
60411
	 	Cook County Recorder
118 North Clark St.,
Room 120
Chicago, IL 60602






4









 






SCHEDULE 1.1F

PRINCIPAL TRADE NAMES




          PRINCIPAL TRADE NAMES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	FORD

	 	 	75/791223	 	 	2-Sep-1999
	 	 	2884529	 	 	14-Sep-2004
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	76/276458	 	 	23-Jun-2001
	 	 	2591313	 	 	9-Jul-2002
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	76/276250	 	 	23-Jun-2001
	 	 	2620725	 	 	17-Sep-2002
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/684950	 	 	16-Apr-1999
	 	 	2435821	 	 	13-Mar-2001
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/426509	 	 	30-Jan-1998
	 	 	2324877	 	 	29-Feb-2000
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/426510	 	 	30-Jan-1998
	 	 	2324878	 	 	29-Feb-2000
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/318112	 	 	1-Jul-1997
	 	 	2151044	 	 	14-Apr-1998
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/318191	 	 	1-Jul-1997
	 	 	2208413	 	 	8-Dec-1998
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/502268	 	 	21-Mar-1994
	 	 	1874207	 	 	17-Jan-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/429898	 	 	26-Aug-1993
	 	 	1868462	 	 	20-Dec-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/459531	 	 	18-Nov-1993
	 	 	1871257	 	 	3-Jan-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	72/080525	 	 	31-Aug-1959
	 	 	735475	 	 	31-Jul-1962
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/459532	 	 	18-Nov-1993
	 	 	1868251	 	 	20-Dec-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/459533	 	 	18-Nov-1993
	 	 	1863728	 	 	22-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/459534	 	 	18-Nov-1993
	 	 	1860957	 	 	1-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/459530	 	 	18-Nov-1993
	 	 	1862561	 	 	15-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/459539	 	 	18-Nov-1993
	 	 	2100574	 	 	30-Sep-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/459538	 	 	18-Nov-1993
	 	 	1859783	 	 	25-Oct-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	72/002776	 	 	16-Feb-1956
	 	 	643185	 	 	26-Mar-1957
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	72/041632	 	 	2-Dec-1957
	 	 	663771	 	 	1-Jul-1958
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	FORD

	 	 	72/057947	 	 	27-Aug-1958
	 	 	688483	 	 	17-Nov-1959
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	73/666492	 	 	15-Jun-1987
	 	 	1474889	 	 	2-Feb-1988
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	73/802743	 	 	26-May-1989
	 	 	1575166	 	 	2-Jan-1990
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	73/802764	 	 	26-May-1989
	 	 	1574366	 	 	2-Jan-1990
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	73/802765	 	 	26-May-1989
	 	 	1574747	 	 	2-Jan-1990
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/657592	 	 	28-Mar-1995
	 	 	2007196	 	 	8-Oct-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/231430	 	 	17-Dec-1991
	 	 	1741469	 	 	22-Dec-1992
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/657593	 	 	28-Mar-1995
	 	 	2034369	 	 	28-Jan-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/658388	 	 	28-Mar-1995
	 	 	2005281	 	 	1-Oct-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	74/735607	 	 	28-Sep-1995
	 	 	1973145	 	 	7-May-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/035012	 	 	20-Dec-1995
	 	 	2045664	 	 	18-Mar-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/035042	 	 	20-Dec-1995
	 	 	2304426	 	 	28-Dec-1999
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/077982	 	 	25-Mar-1996
	 	 	2018005	 	 	19-Nov-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/164698	 	 	12-Sep-1996
	 	 	2063517	 	 	20-May-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/164745	 	 	12-Sep-1996
	 	 	2059525	 	 	6-May-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	75/183730	 	 	18-Oct-1996
	 	 	2089375	 	 	19-Aug-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	78/622109	 	 	4-May-2005
	 	 	3046210	 	 	17-Jan-2006
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD

	 	 	78/622129	 	 	4-May-2005
	 	 	3046211	 	 	17-Jan-2006
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	75/442222	 	 	28-Feb-1998
	 	 	2205899	 	 	24-Nov-1998
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/041417	 	 	26-Mar-1909
	 	 	74530	 	 	20-Jul-1909
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/041079	 	 	10-Apr-1909
	 	 	74765	 	 	10-Aug-1909
	 	Registered
	 	Ford Motor Company






2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	FORD in Script — old v1

	 	 	71/086955	 	 	28-May-1915
	 	 	115500	 	 	20-Feb-1917
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/086954	 	 	28-May-1915
	 	 	119956	 	 	25-Dec-1917
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/246606	 	 	30-Mar-1927
	 	 	232051	 	 	30-Aug-1927
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/268595	 	 	25-Jun-1928
	 	 	250230	 	 	4-Dec-1928
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/270542	 	 	3-Aug-1928
	 	 	257500	 	 	11-Jun-1929
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/270584	 	 	4-Aug-1928
	 	 	260470	 	 	27-Aug-1929
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/270583	 	 	4-Aug-1928
	 	 	266453	 	 	21-Jan-1930
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/270581	 	 	4-Aug-1928
	 	 	266454	 	 	21-Jan-1930
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71272328	 	 	13-Sep-1928
	 	 	266822	 	 	4-Feb-1930
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/398427	 	 	13-Oct-1937
	 	 	361140	 	 	11-Oct-1938
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/399182	 	 	1-Nov-1937
	 	 	361142	 	 	11-Oct-1938
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	427019	 	 	30-Dec-1939
	 	 	377814	 	 	14-May-1940
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/427020	 	 	30-Dec-1939
	 	 	377815	 	 	14-May-1940
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/427018	 	 	30-Dec-1939
	 	 	380164	 	 	13-Aug-1940
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/431678	 	 	8-May-1940
	 	 	383960	 	 	30-Dec-1980
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/427017	 	 	30-Dec-1939
	 	 	386932	 	 	29-Apr-1941
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	71/447182	 	 	19-Sep-1941
	 	 	395731	 	 	9-Jun-1942
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	73/802762	 	 	26-May-1989
	 	 	1577830	 	 	16-Jan-1990
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	73/802766	 	 	26-May-1989
	 	 	1577668	 	 	16-Jan-1990
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	73/802767	 	 	26-May-1989
	 	 	1574367	 	 	2-Jan-1990
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/429886	 	 	26-Aug-1993
	 	 	1836944	 	 	17-May-1994
	 	Registered
	 	Ford Motor Company






3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	FORD in Script — old v1

	 	 	74/459671	 	 	18-Nov-1993
	 	 	1861632	 	 	8-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/459537	 	 	18-Nov-1993
	 	 	1858536	 	 	18-Oct-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/459557	 	 	18-Nov-1993
	 	 	1863707	 	 	22-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/459672	 	 	18-Nov-1993
	 	 	1862507	 	 	15-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/459673	 	 	18-Nov-1993
	 	 	1861820	 	 	8-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/459674	 	 	18-Nov-1993
	 	 	1862563	 	 	15-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/459675	 	 	18-Nov-1993
	 	 	2092385	 	 	2-Sep-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/459562	 	 	18-Nov-1993
	 	 	1862593	 	 	15-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/459563	 	 	18-Nov-1993
	 	 	1863889	 	 	22-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	74/657594	 	 	28-Mar-1995
	 	 	2034370	 	 	28-Jan-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	75/035007	 	 	20-Dec-1995
	 	 	1997209	 	 	27-Aug-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	75/164692	 	 	12-Sep-1996
	 	 	2061633	 	 	13-May-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	75/249529	 	 	28-Feb-1997
	 	 	2105604	 	 	14-Oct-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script — old v1

	 	 	75/249528	 	 	28-Feb-1997
	 	 	2105603	 	 	14-Oct-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/249541	 	 	28-Feb-1997
	 	 	2107510	 	 	21-Oct-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/318192	 	 	1-Jul-1997
	 	 	2152612	 	 	21-Apr-1998
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/035014	 	 	20-Dec-1995
	 	 	1995792	 	 	20-Aug-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	73/538378	 	 	17-May-1985
	 	 	1399080	 	 	1-Jul-1986
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/429889	 	 	26-Aug-1993
	 	 	1872617	 	 	10-Jan-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/441535	 	 	29-Sep-1993
	 	 	1861801	 	 	8-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459551	 	 	18-Nov-1993
	 	 	1855519	 	 	27-Sep-1994
	 	Registered
	 	Ford Motor Company






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	FORD in Script in Oval

	 	 	74/459552	 	 	18-Nov-1993
	 	 	1861631	 	 	8-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459555	 	 	18-Nov-1993
	 	 	1863599	 	 	22-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459553	 	 	18-Nov-1993
	 	 	1884819	 	 	21-Mar-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459556	 	 	18-Nov-1993
	 	 	1858537	 	 	18-Oct-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459558	 	 	18-Nov-1993
	 	 	1863708	 	 	22-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459559	 	 	18-Nov-1993
	 	 	1861819	 	 	8-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459560	 	 	18-Nov-1993
	 	 	2088473	 	 	19-Aug-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459561	 	 	18-Nov-1993
	 	 	1862562	 	 	15-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459565	 	 	18-Nov-1993
	 	 	1862594	 	 	15-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459564	 	 	18-Nov-1993
	 	 	1858695	 	 	18-Oct-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/459554	 	 	18-Nov-1993
	 	 	1863888	 	 	22-Nov-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/502267	 	 	21-Mar-1994
	 	 	1874206	 	 	17-Jan-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/735606	 	 	28-Sep-1995
	 	 	1973144	 	 	7-May-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/020525	 	 	15-Nov-1995
	 	 	1997203	 	 	27-Aug-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/020547	 	 	15-Nov-1995
	 	 	2088654	 	 	19-Aug-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/020573	 	 	15-Nov-1995
	 	 	1997205	 	 	27-Aug-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/164697	 	 	12-Sep-1996
	 	 	2067343	 	 	3-Jun-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/164727	 	 	12-Sep-1996
	 	 	2063518	 	 	20-May-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/183729	 	 	18-Oct-1996
	 	 	2095239	 	 	9-Sep-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	75/183752	 	 	18-Oct-1996
	 	 	2063550	 	 	20-May-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	74/677597	 	 	19-May-1995
	 	 	1949274	 	 	16-Jan-1996
	 	Registered
	 	Ford Motor Company






5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	FORD in Script in Oval

	 	 	78/337825	 	 	8-Dec-2003
	 	 	2982130	 	 	2-Aug-2005
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval

	 	 	78/495317	 	 	6-Oct-2004
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval
in Blue

	 	 	75/831222	 	 	19-Oct-1999
	 	 	2601810	 	 	30-Jul-2002
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval
in Rectangle

	 	 	73/537662	 	 	15-May-1985
	 	 	1400808	 	 	15-Jul-1986
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD in Script in Oval
Reverse

	 	 	74/265103	 	 	13-Apr-1992
	 	 	1738379	 	 	8-Dec-1992
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	75/442223	 	 	28-Feb-1998
	 	 	2204133	 	 	17-Nov-1998
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	75/478843	 	 	4-May-1998
	 	 	2234340	 	 	23-Mar-1999
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	75/419707	 	 	20-Jan-1998
	 	 	2292103	 	 	16-Nov-1999
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	75/249531	 	 	28-Feb-1997
	 	 	2107509	 	 	21-Oct-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	73/401444	 	 	1-Nov-1982
	 	 	1311148	 	 	25-Dec-1984
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	75/684951	 	 	16-Apr-1999
	 	 	2326565	 	 	7-Mar-2000
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	71/544440	 	 	16-Dec-1947
	 	 	511662	 	 	28-Jun-1949
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/429887	 	 	26-Aug-1993
	 	 	1900768	 	 	20-Jun-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/441531	 	 	29-Sep-1993
	 	 	1858609	 	 	18-Oct-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/459543	 	 	18-Nov-1993
	 	 	1895870	 	 	30-May-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/459667	 	 	18-Nov-1993
	 	 	1909928	 	 	8-Aug-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/459548	 	 	18-Nov-1993
	 	 	1893096	 	 	9-May-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/459544	 	 	18-Nov-1993
	 	 	1934658	 	 	14-Nov-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/459545	 	 	18-Nov-1993
	 	 	1950011	 	 	23-Jan-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/459546	 	 	18-Nov-1993
	 	 	1934659	 	 	14-Nov-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	74/459549	 	 	18-Nov-1993
	 	 	1950012	 	 	23-Jan-1996
	 	Registered
	 	Ford Motor Company






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	LINCOLN

	 	 	75/077983	 	 	25-Mar-1996
	 	 	2018006	 	 	19-Nov-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	75/077984	 	 	25-Mar-1996
	 	 	2018007	 	 	19-Nov-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	75/145828	 	 	6-Aug-1996
	 	 	2040815	 	 	25-Feb-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN

	 	 	75/848381	 	 	15-Nov-1999
	 	 	2433244	 	 	6-Mar-2001
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINCOLN (Stylized)

	 	 	71/174171	 	 	24-Jan-1923
	 	 	170692	 	 	5-Jan-1968
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	75/318005	 	 	1-Jul-1997
	 	 	2153903	 	 	28-Apr-1998
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	75/684952	 	 	16-Apr-1999
	 	 	2324484	 	 	29-Feb-2000
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/429897	 	 	26-Aug-1993
	 	 	1836946	 	 	17-May-1994
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/460201	 	 	18-Nov-1993
	 	 	1926997	 	 	17-Oct-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/460051	 	 	18-Nov-1993
	 	 	1921868	 	 	26-Sep-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/460199	 	 	18-Nov-1993
	 	 	1942013	 	 	19-Dec-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/460177	 	 	18-Nov-1993
	 	 	1947905	 	 	16-Jan-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/460178	 	 	18-Nov-1993
	 	 	1957016	 	 	20-Feb-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/460179	 	 	18-Nov-1993
	 	 	1957017	 	 	20-Feb-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/460222	 	 	18-Nov-1993
	 	 	1899012	 	 	13-Jun-1995
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/460180	 	 	18-Nov-1993
	 	 	1994327	 	 	20-Aug-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	74/468028	 	 	9-Dec-1993
	 	 	1960799	 	 	5-Mar-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	75/145829	 	 	6-Aug-1996
	 	 	2040816	 	 	25-Feb-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY

	 	 	78/472296	 	 	24-Aug-2004
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERCURY (Stylized)

	 	 	71/409350	 	 	8-Aug-1938
	 	 	365585	 	 	14-Mar-1939
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD MUSTANG

	 	 	74/602729	 	 	23-Nov-1994
	 	 	2194488	 	 	13-Oct-1998
	 	Registered
	 	Ford Motor Company






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	FORD MUSTANG

	 	 	75/035011	 	 	20-Dec-1995
	 	 	2068810	 	 	10-Jun-1997
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD MUSTANG & Horse &
Bars Device

	 	 	74/602712	 	 	23-Nov-1994
	 	 	2190167	 	 	22-Sep-1998
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/249548	 	 	28-Feb-97
	 	 	2101717	 	 	30-Sep-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/249543	 	 	28-Feb-97
	 	 	2101714	 	 	30-Sep-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	78/150685	 	 	05-Aug-02
	 	 	2770412	 	 	30-Sep-03
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	73533611	 	 	22-Apr-85
	 	 	1467208	 	 	01-Dec-87
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/429895	 	 	26-Aug-93
	 	 	1922186	 	 	26-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/460170	 	 	18-Nov-93
	 	 	1858362	 	 	18-Oct-94
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/460181	 	 	18-Nov-93
	 	 	1914604	 	 	29-Aug-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/460173	 	 	18-Nov-93
	 	 	1910094	 	 	08-Aug-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/460172	 	 	18-Nov-93
	 	 	1917997	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/459669	 	 	18-Nov-93
	 	 	1918103	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/459670	 	 	18-Nov-93
	 	 	1858696	 	 	18-Oct-94
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/467634	 	 	09-Dec-93
	 	 	1975210	 	 	21-May-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	74/467633	 	 	09-Dec-93
	 	 	1997313	 	 	27-Aug-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/020566	 	 	15-Nov-95
	 	 	1995783	 	 	20-Aug-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/020568	 	 	15-Nov-95
	 	 	1998459	 	 	03-Sep-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/035004	 	 	20-Dec-95
	 	 	1995791	 	 	20-Aug-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/035016	 	 	20-Dec-95
	 	 	1995793	 	 	20-Aug-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/105462	 	 	16-May-96
	 	 	2111765	 	 	11-Nov-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/105461	 	 	16-May-96
	 	 	2109925	 	 	28-Oct-97
	 	Registered
	 	Ford Motor Company






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	MUSTANG

	 	 	75/105460	 	 	16-May-96
	 	 	2032384	 	 	21-Jan-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/164690	 	 	12-Sep-96
	 	 	2059520	 	 	06-May-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/164696	 	 	12-Sep-96
	 	 	2061634	 	 	13-May-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	75/164744	 	 	12-Sep-96
	 	 	2059524	 	 	06-May-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG

	 	 	78/965274	 	 	31-Aug-06
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG & Horse & Bars
Device

	 	 	74/602716	 	 	23-Nov-94
	 	 	2175903	 	 	28-Jul-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG 350 GT
Configuration

	 	 	75/603700	 	 	11-Dec-98
	 	 	2733631	 	 	08-Jul-03
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Bottle
Configuration

	 	 	74/602720	 	 	23-Nov-94
	 	 	2041086	 	 	25-Feb-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG COBRA

	 	 	75/423961	 	 	27-Jan-98
	 	 	2203019	 	 	10-Nov-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG COBRA

	 	 	74/516957	 	 	25-Apr-94
	 	 	2191112	 	 	22-Sep-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Convertible
Configuration

	 	 	75/603706	 	 	11-Dec-98
	 	 	2722928	 	 	10-Jun-03
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG GT-R

	 	 	78/364566	 	 	09-Feb-04
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/178102	 	 	20-Jun-91
	 	 	1686288	 	 	12-May-92
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459536	 	 	18-Nov-93
	 	 	1915963	 	 	05-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459569	 	 	18-Nov-93
	 	 	1917683	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459575	 	 	18-Nov-93
	 	 	1921847	 	 	26-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459567	 	 	18-Nov-93
	 	 	1917841	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459568	 	 	18-Nov-93
	 	 	1909960	 	 	08-Aug-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459571	 	 	18-Nov-93
	 	 	1917974	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459572	 	 	18-Nov-93
	 	 	1917996	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459573	 	 	18-Nov-93
	 	 	1918040	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company






9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	MUSTANG Horse & Bars
Device

	 	 	74/459574	 	 	18-Nov-93
	 	 	1918102	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/459566	 	 	18-Nov-93
	 	 	1865873	 	 	06-Dec-94
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/467734	 	 	09-Dec-93
	 	 	1975212	 	 	21-May-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/467733	 	 	09-Dec-93
	 	 	2000190	 	 	10-Sep-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/467682	 	 	09-Dec-93
	 	 	1975211	 	 	21-May-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/467651	 	 	09-Dec-93
	 	 	1980012	 	 	11-Jun-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/472997	 	 	20-Dec-93
	 	 	1942031	 	 	19-Dec-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/516999	 	 	25-Apr-94
	 	 	1991704	 	 	06-Aug-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	74/577360	 	 	23-Sep-94
	 	 	1975419	 	 	21-May-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	75/020527	 	 	15-Nov-95
	 	 	2000111	 	 	10-Sep-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	75/164743	 	 	12-Sep-96
	 	 	2065287	 	 	27-May-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	75/183751	 	 	18-Oct-96
	 	 	2070085	 	 	10-Jun-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Horse & Bars
Device

	 	 	75/183754	 	 	18-Oct-96
	 	 	2070087	 	 	10-Jun-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	73/590492	 	 	28-Mar-86
	 	 	1416549	 	 	11-Nov-86
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	75/318188	 	 	01-Jul-97
	 	 	2156985	 	 	12-May-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/460066	 	 	18-Nov-93
	 	 	1975199	 	 	21-May-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/460174	 	 	18-Nov-93
	 	 	1858363	 	 	18-Oct-94
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/460162	 	 	18-Nov-93
	 	 	1917842	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/460195	 	 	18-Nov-93
	 	 	1859697	 	 	25-Oct-94
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/463326	 	 	24-Nov-93
	 	 	1922085	 	 	26-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/460161	 	 	18-Nov-93
	 	 	1918041	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company






10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	MUSTANG Running Horse
Device

	 	 	74/462573	 	 	24-Nov-93
	 	 	1918104	 	 	12-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/460160	 	 	18-Nov-93
	 	 	1858697	 	 	18-Oct-94
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/462972	 	 	24-Nov-93
	 	 	1975202	 	 	21-May-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/472999	 	 	20-Dec-93
	 	 	1922192	 	 	26-Sep-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/658387	 	 	28-Mar-95
	 	 	2111045	 	 	04-Nov-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/658390	 	 	28-Mar-95
	 	 	2239097	 	 	13-Apr-99
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	74/658389	 	 	28-Mar-95
	 	 	2016456	 	 	12-Nov-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	75/020565	 	 	15-Nov-95
	 	 	2000115	 	 	10-Sep-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	75/020570	 	 	15-Nov-95
	 	 	2000118	 	 	10-Sep-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	75/164726	 	 	12-Sep-96
	 	 	2070024	 	 	10-Jun-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	75/164728	 	 	12-Sep-96
	 	 	2067344	 	 	03-Jun-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Horse
Device

	 	 	75/164742	 	 	12-Sep-96
	 	 	2067346	 	 	03-Jun-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horse
Device

	 	 	78/965242	 	 	31-Aug-06
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Running Horses,
Four

	 	 	74/526172	 	 	18-May-94
	 	 	2175226	 	 	21-Jul-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Shadowed Running
Horse Device

	 	 	74/475080	 	 	23-Dec-93
	 	 	2070156	 	 	10-Jun-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSTANG Shadowed Running
Horse Device

	 	 	74/658391	 	 	28-Mar-95
	 	 	2034378	 	 	28-Jan-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRADE DRESS MUSTANG
TAILLIGHTS

	 	 	76/598672	 	 	21-Jun-04
	 	 	3052329	 	 	31-Jan-06
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRADE DRESS OF MUSTANG
C-SCOOP

	 	 	76/598674	 	 	21-Jun-04
	 	 	3052331	 	 	31-Jan-06
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRADE DRESS OF MUSTANG
HEADLIGHTS

	 	 	76/598561	 	 	21-Jun-04
	 	 	3064774	 	 	07-Mar-06
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRADE DRESS OF MUSTANG
ROOF LINE

	 	 	76/598673	 	 	21-Jun-04
	 	 	3052330	 	 	31-Jan-06
	 	Registered
	 	Ford Motor Company






11









 






     OTHER PRINCIPAL TRADE NAMES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	FORD EXPLORER

	 	74/706993
	 	27-Jul-1995
	 	 	1958163	 	 	20-Feb-1996
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	75/424069
	 	27-Jan-98
	 	 	2196097	 	 	13-Oct-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	75/318004
	 	01-Jul-97
	 	 	2153902	 	 	28-Apr-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	73/306648
	 	20-Apr-81
	 	 	1193137	 	 	06-Apr-82
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	74/429890
	 	26-Aug-93
	 	 	1845751	 	 	19-Jul-94
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	74/460059
	 	18-Nov-93
	 	 	1909154	 	 	01-Aug-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	74/460189
	 	18-Nov-93
	 	 	2014679	 	 	12-Nov-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	74/468026
	 	09-Dec-93
	 	 	2292940	 	 	16-Nov-99
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	74/468002
	 	09-Dec-93
	 	 	1905010	 	 	11-Jul-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER

	 	75/020574
	 	15-Nov-95
	 	 	2064621	 	 	27-May-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER SPORT

	 	74/514307
	 	19-Apr-94
	 	 	1882071	 	 	07-Mar-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER SPORT TRAC

	 	75/580621
	 	02-Nov-98
	 	 	2435705	 	 	13-Mar-01
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXPLORER XLS

	 	75/528818
	 	31-Jul-98
	 	 	2520546	 	 	18-Dec-01
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150

	 	75/318148
	 	01-Jul-97
	 	 	2151046	 	 	14-Apr-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150

	 	74/462962
	 	24-Nov-93
	 	 	2044023	 	 	11-Mar-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150

	 	74/462567
	 	24-Nov-93
	 	 	1893178	 	 	09-May-95
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150

	 	74/462961
	 	24-Nov-93
	 	 	2044022	 	 	11-Mar-97
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150

	 	74/640056
	 	01-Mar-95
	 	 	2003682	 	 	24-Sep-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150

	 	74/706997
	 	27-Jul-95
	 	 	1958166	 	 	20-Feb-96
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150

	 	75/388214
	 	12-Nov-97
	 	 	2198520	 	 	20-Oct-98
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150 Configuration

	 	75/604081
	 	11-Dec-98
	 	 	2733633	 	 	08-Jul-03
	 	Registered
	 	Ford Motor Company






12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Principal Trade Name	 	App. No.	 	Filing Date	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	F-150 HERITAGE

	 	78/227715
	 	19-Mar-03
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150 PLATINUM

	 	77/026074
	 	20-Oct-06
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-150 SUPER CAB Configuration

	 	75/603777
	 	11-Dec-98
	 	 	2720229	 	 	03-Jun-03
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-250

	 	76/114799
	 	23-Aug-00
	 	 	2485114	 	 	04-Sep-01
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-250/F-350 GRILLE TRADE DRESS

	 	78/759326
	 	22-Nov-05
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-350

	 	76/114782
	 	23-Aug-00
	 	 	2490569	 	 	18-Sep-01
	 	Registered
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-450

	 	78/589061
	 	17-Mar-05
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-550

	 	78/589065
	 	17-Mar-05
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-750

	 	78/589067
	 	17-Mar-05
	 	 	 	 	 	 	 	Pending
	 	Ford Motor Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F-SERIES

	 	78/338321
	 	09-Dec-03
	 	 	3096400	 	 	23-May-06
	 	Registered
	 	Ford Motor Company







13










 





SCHEDULE 4.13

PLEDGED EQUITY




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total No. of	 	 	 	 	 	Percent of
	 	 	 	 	Issued and	 	Certificates	 	 	 	Total No. of
	 	 	 	 	Outstanding	 	Delivered at	 	No. Shares/Interest Being	 	Shares/Interest
	Subsidiary/Affiliate	 	Record Owner	 	Shares/Interests	 	Closing	 	Pledged	 	Being Pledged
	3000 Schaefer Road Company

	 	Ford Motor Company
	 	10 shares of
Preferred Stock
	 	1
	 	10 shares of Preferred Stock
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford European Holdings LLC

	 	Ford Motor Company
	 	1,001 shares of
Membership Interest
	 	3
	 	1,001 shares of Membership Interest
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford
Global
 Technologies, LLC

	 	Ford Motor Company
	 	N/A
	 	[non-certificated

membership

interest]
	 	Membership Interest
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Holdings LLC

	 	Ford Motor Company
	 	N/A
	 	[non-certificated

membership

interest]
	 	Membership Interest
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford
International 
Capital Corporation

	 	Ford Motor Company
	 	1,000 shares of
Class A Voting
Common
	 	A-1
	 	660 Class A Voting Common
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	1,519 shares of
Class B Non-voting
Common
	 	B-1
	 	1,002 Class B Non-voting Common
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Mexico Holdings, Inc.

	 	Ford Motor Company
	 	1,000 shares of
Common Stock
	 	2
	 	660 shares of Common Stock
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Service Company

	 	Ford Motor Company
	 	10 shares of Common
Stock
	 	1
	 	10 shares of Common Stock
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Vehicle Assurance Company, LLC

	 	Ford Motor Company
	 	100 shares of
Membership Interest
	 	1
	 	100 shares of Membership Interest
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford South America Holdings, LLC

	 	Ford Motor Company
	 	N/A
	 	[non-certificated

membership

interest]
	 	Membership Interest
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Credit Company

	 	Ford Holdings, LLC
	 	250,000 shares of
Common Stock
	 	3&5
	 	250,000 shares of Common Stock
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Trading Company, LLC

	 	Ford Motor Company
	 	N/A
	 	[non-certificated

membership

interest]
	 	Membership Interest
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Component Sales, L.L.C.

	 	Ford Motor Company
	 	N/A
	 	[non-certificated

membership

interest]
	 	Membership Interest
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Land Rover North America, Inc.

	 	Ford Motor Company
	 	50,875 shares of
Common Stock
	 	3
	 	50,875 shares of Common Stock
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total No. of	 	 	 	 	 	Percent of
	 	 	 	 	Issued and	 	Certificates	 	 	 	Total No. of
	 	 	 	 	Outstanding	 	Delivered at	 	No. Shares/Interest Being	 	Shares/Interest
	Subsidiary/Affiliate	 	Record Owner	 	Shares/Interests	 	Closing	 	Pledged	 	Being Pledged
	Volvo Cars of North America, LLC

	 	Ford Motor Company
	 	N/A
	 	[non-certificated

membership

interest]
	 	Membership Interest
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Closed Joint Stock Company Ford Motor
Company

[Ford Motor Company ZAO]

(Russia)

	 	Ford Motor Company
	 	13,720,994 shares
of Common Stock
(99.996%)
	 	[non-certificated

shares]
	 	9,055,856 shares of Common Stock
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Capital B.V.
(The Netherlands)

	 	Ford Motor Company
	 	255,140 shares of
Euro 454 each
	 	[non-certificated

shares]
	 	168,392 shares of Euro 454 each
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	632,392 shares of
Euro 102 each
	 	 	 	417,378 shares of Euro 102 each	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Espana S.A.
(Spain)

	 	Ford Motor Company
	 	53,895,700 quotas
	 	[non-certificated

shares]
	 	35,571,162 quotas
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Company Brasil Ltda.
(Brazil)

	 	Ford Global

Technologies, LLC
	 	847,120,002 quotas
	 	[non-certificated

shares]
	 	559,099,201 quotas
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Automotive Holdings

(England)

	 	Ford International

Capital Corporation
	 	693,773,370 shares
of Ordinary Stock
	 	18
	 	457,890,424 shares of Ordinary
Stock
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Company S.A. de C.V.
(Mexico)

	 	Grupo Ford S. de
R.L. de C.V.
	 	12,844,500 shares
of Series “A”
	 	1
	 	7,706,700 shares of Series “A”
	 	66% of the
aggregate of all
series of shares
(without regard to
series)

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	2,375,054,958
shares of Series “B”
	 	8
	 	1,726,055,758 shares of Series “B”	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	647,946,943 shares
of Series “B” 1987
	 	17
	 	388,768,166 shares of Series “B”
1987	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	1,981,200,000
shares of Series
“B” 1991
	 	19
	 	1,188,720,000 shares of Series “B”
1991	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Grupo Ford S. de R.L. de C.V. 2
(Mexico)

	 	Ford Mexico
Holdings, Inc.
	 	2 social parts

valued at $3,000
	 	8
	 	1 social part valued at $1,980
	 	 	66	%








 




			
	1	 	To be re-certificated post-closing to deliver a replacement certificate representing 1 social part valued at $1,980.




2









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total No. of	 	 	 	 	 	 	 	Percent of
	 	 	 	 	Issued and	 	Certificates	 	 	 	Total No. of
	 	 	 	 	Outstanding	 	Delivered at	 	No. Shares/Interest Being	 	Shares/Interest
	Subsidiary/Affiliate	 	Record Owner	 	Shares/Interests	 	Closing	 	Pledged	 	Being Pledged
	Ford Deutschland Holdings Gmbh
(Germany)

	 	Ford European

Holdings, LLC
	 	1 Ordinary share

(77,205,100 euros)
	 	[non-certificated
shares]
	 	1 Ordinary share (77,205,100 euros)
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	4 Preferred shares

(each 100 euros)
	 	 	 	 	 	4 Preferred shares (each 100 euros)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Company of Canada, Limited
(Canada)

	 	Ford Motor Company
	 	3,965,806 shares of
Common Stock
	 	C-2
	 	2,617,432 shares of Common Stock
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	97,799 shares of
Preferred Stock
	 	P-2
	 	64,548 shares of Preferred Stock
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor Company of Southern Africa
(Pty) Limited2
(South Africa)

	 	Ford Motor Company
	 	1,554,900 shares
of
Ordinary C stock
	 	 	36	 	 	699,705 shares of
Ordinary C	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	41	 	 	326,529 shares of
Ordinary C
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Argentina S.C.A.
(Argentina)

	 	Ford South America

Holdings, LLC
	 	55,880,537 shares
of common stock
	 	 	1	 	 	55,605,843 shares of common stock
(99.51%)
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	3000 Schaefer Road

Company
	 	 	 	 	2	 	 	274,694 shares of common stock
(0.49%)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ford Motor de Venezuela3
(Venezuela)

	 	Ford Motor Company
	 	10,480,000 shares
of Class A
	 	A-13
	 	6,916,800 shares of Class A
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	1,720,000 shares of
Class B
	 	A-15
	 	1,135,200 of Preferred Class B
	 	 	66	%








 




			
	2	 	Prior to confirmation by the Company
that it has ownership of 1,554,900 shares of Ordinary C stock, the pledge will
be limited to 923,610 shares of Ordinary C stock, consisting of all shares
represented by certificate no. 36, and 223,905 of the shares represented by
certificate no. 41.
	 
	3	 	To be re-certificated post-closing to
deliver certificates representing 6,916,800 shares of Class A and 1,135,200
shares of Class B.




3









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total No. of	 	 	 	 	 	 	 	Percent of
	 	 	 	 	Issued and	 	Certificates	 	 	 	Total No. of
	 	 	 	 	Outstanding	 	Delivered at	 	No. Shares/Interest Being	 	Shares/Interest
	Subsidiary/Affiliate	 	Record Owner	 	Shares/Interests	 	Closing	 	Pledged	 	Being Pledged
	Ford VHC AB

(Sweden)

	 	Ford Motor Company
	 	100,000 shares of 

Class A Common 

Stock with 34%
voting rights
	 	 	B-1	 	 	900,000 shares of Class B Common
Stock with 66% voting rights
	 	100% of Class B
Common Stock

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	900,000 shares of
Class B Common
Stock with 66%
voting rights	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PAG Import, Inc

(Japan)

	 	Ford Motor Company
	 	10,794,802 shares
of Common Stock
	 	 	4	 	 	7,124,570 shares of Common Stock
	 	 	66	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Volvo Auto Italia SpA4
(Italy)

	 	Ford Motor Company
	 	420,000 ordinary

shares
	 	 	44	 	 	277,200 ordinary shares
	 	 	66	%








 




			
	4	 	To be re-certificated post-closing to deliver replacement certificate representing 277,200 ordinary shares.




4









 












SCHEDULE 5.1(G)

PLEDGED NOTES




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Type of	 	 
	Borrower/Obligor	 	Obligee	 	Amount	 	Indebtedness	 	Relevant Contract
	Ford VHC AB

	 	Ford Motor Company
	 	$3.5 billion
	 	Intercompany Debt
	 	Term Loan Agreement
dated November 29,
2006 with Ford
Motor Company
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Promissory Note by
Ford VHC AB in
favor of Ford Motor
Company dated
November 29, 2006
	 
	 	 	 	 	 	 	 	 	 	 
	Ford Motor Company
of Canada, Limited

	 	Ford Motor Company
	 	$1.3 billion
	 	Intercompany Debt
	 	Amended and
Restated Promissory
Note by Ford Motor
Company of Canada,
Limited to Ford
Motor Company dated
as of December 15,
2006
	 
	 	 	 	 	 	 	 	 	 	 
	Ford Motor Company
of Canada, Limited

	 	Ford Motor Company
	 	$750,910,813
	 	Intercompany Debt
	 	Amended and
Restated Promissory
Note by Ford Motor
Company of Canada,
Limited to Ford
Motor Company dated
as of December 15,
2006
	 
	 	 	 	 	 	 	 	 	 	 
	Ford Motor Company
of Canada, Limited

	 	Ford Motor Company
	 	$	1.9 billion	 	 	Intercompany Payable
	 	Amended and
Restated
Receivables
Agreement by and
between Ford Motor
Company of Canada,
Limited and Ford
Motor Company dated
as of December 15,
2006
	 
	 	 	 	 	 	 	 	 	 	 
	Progress Ford

	 	Ford Motor Company
of Canada, Limited
	 	$1.3 billion
	 	Intercompany Debt
	 	Amended and
Restated Promissory
Note by Progress
Ford Sales, Limited
to Ford Motor
Company of Canada,
Limited dated as of
December 15, 2006
	 
	 	 	 	 	 	 	 	 	 	 
	Grupo Ford S de RL 

de CV

	 	Ford Mexico
Holdings, Inc.
	 	$$901,750,620.856
	 	Intercompany Debt
	 	Acknowledgement of
Debt Agreement
dated December 6,
2006 by and among
Grupo Ford, Nuevo
Grupo Ford and Ford
Mexico Holdings,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Promissory Note by
Grupo Ford to Ford
Mexico Holdings,
Inc. dated as of
December 6, 2006








 




			
	6	 	Pledged to secure guarantee of Ford Mexico Holdings, Inc.