their respective obligations under the Credit Documents or the granting of
any security interests under the Security Documents, except filings and
recordings required for the perfection of security interests granted pursuant to
the Security Documents.
4.
I do not know of any legal or governmental proceeding pending to
which any Credit Party is a party, or to which any property of any Credit Party
is subject, and no such proceedings are known by me to be threatened or
contemplated by governmental authorities or threatened by others, that in either
case questions the validity of the Credit Documents.
- 2 -
SETTLEMENT AGREEMENT (AS AMENDED AND RESTATED)
EXHIBIT (D)(A), FORM OF NEW NOTE A
EXHIBIT A TO
SECURITIES EXCHANGE AGREEMENT
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
AGREES FOR THE BENEFIT OF FORD MOTOR COMPANY (THE "ISSUER") THAT IT WILL NOT
OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN, EXCEPT (A) IN COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS,
IF ANY, SET FORTH IN SECTION 5 OF THE SECURITIES EXCHANGE AGREEMENT DATED AS OF
[_______ __], 2009 AMONG THE ISSUER, THE SUBSIDIARY GUARANTORS LISTED IN
SCHEDULE I THERETO AND FORD-UAW HOLDINGS LLC AND (B):
(I)
TO THE ISSUER OR ANY SUBSIDIARY THEREOF; OR
(II)
PURSUANT TO A REGISTRATION STATEMENT COVERING THE RESALE OF THIS SECURITY THAT
HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT; OR
(III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT; OR
(IV)
TO THE NEW VEBA PURSUANT TO THE AMENDED SETTLEMENT AGREEMENT (AS SUCH TERMS ARE
DEFINED HEREIN).
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (B)(III)
ABOVE, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
NO REPRESENTATION IS
MADE HEREBY OR OTHERWISE BY THE ISSUER AS TO THE AVAILABILITY OF ANY EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
Dearborn, Michigan
FORD MOTOR COMPANY
$6,705,470,000
AMORTIZING GUARANTEED SECURED NOTE MATURING JUNE 30, 2022
FOR VALUE RECEIVED, FORD MOTOR COMPANY, a Delaware corporation (the "Issuer"),
hereby promises to pay to FORD-UAW HOLDINGS LLC (or the permitted transferees or
assignees if the Note is transferred or assigned in accordance with the Exchange
Agreement (as defined below)) the initial principal amount set forth on Schedule
I hereto as described in Section 2 of this Note, as adjusted from time