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EXHIBIT 4-F
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FORD MOTOR CREDIT COMPANY
AND
THE BANK OF NEW YORK,
TRUSTEE
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FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 1, 1998
SUPPLEMENTAL TO INDENTURE
DATED AS OF JULY 1, 1985, AS SUPPLEMENTED
BY THE FIRST SUPPLEMENTAL INDENTURE DATED
AS OF NOVEMBER 15, 1987, THE SECOND
SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 15, 1988
AND THE THIRD SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 1, 1996
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VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
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FOURTH SUPPLEMENTAL INDENTURE, dated as of the First day of March, 1998,
between Ford Motor Credit Company, a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter sometimes called the
"Company"), party of the first part, and The Bank of New York, a corporation
duly incorporated and existing under the laws of the State of New York
(hereinafter sometimes called the "Trustee"), as Trustee under the indenture of
the Company (the "Original Indenture"), dated as of July 1, 1985, as
supplemented by a first supplemental indenture (the "First Supplemental
Indenture") dated as of November 15, 1987, a second supplemental indenture (the
"Second Supplemental Indenture") and a third supplemental indenture (the "Third
Supplemental Indenture") dated as of March 1, 1996, (the "Original Indenture, as
supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, being hereinafter called the
"Indenture"), party of the second part.
WHEREAS, the Indenture provides for the issuance from time to time of the
Variable Denomination Floating Rate Demand Notes of the Company (hereinafter
called the "Notes") issuable for the purposes and subject to the limitations
contained in the Indenture;
WHEREAS, Notes in the aggregate principal amount of $250,000,000 have been
previously authorized for issuance from time to time under the Original
Indenture and additional Notes have been previously authorized for issuance in
the aggregate principal amount of $250,000,000 under the First Supplemental
Indenture, $500,000,000 under the Second Supplemental Indenture and
$1,00,000,000 under the Third Supplemental Indenture;
WHEREAS, pursuant to Sections 2.01 and 11.01 of the Indenture, the Company
desires to issue from time to time under the Indenture as supplemented hereby,
in addition to the Notes previously authorized for issuance by the Company,
Notes limited to the aggregate principal amount of Two Billion Dollars
($2,000,000,000), the further terms and provisions of which are set forth in the
Indenture;
WHEREAS, the text of the Notes and the Trustee's certificate of
authentication to be borne by the Notes are to be substantially in the forms set
forth in the Indenture; and
WHEREAS, the Company represents that all acts and things necessary to make
the Notes, when executed by the Company and authenticated and delivered by the
Trustee as in the Indenture and this Fourth Supplemental Indenture provided, the
valid, binding and legal obligations of the Company and to constitute these
presents a valid indenture and agreement according to its terms, have been done
and performed, and the execution of this Fourth Supplemental Indenture and the
issue under the Indenture as further supplemented hereby of the Notes have in
all respects been duly authorized, and the Company, in the exercise of legal
right and power in it vested, is executing this Fourth Supplemental Indenture
and proposes to make, execute, issue and deliver the Notes;
NOW, THEREFORE:
In order to declare the terms and conditions upon which the Notes are
authenticated, issued and delivered, and in consideration of the premises, of
the purchase and acceptance of the Notes by the holders thereof and of the sum
of one dollar to it duly paid by the Trustee at the execution of these presents,
the receipt whereof is hereby acknowledged, the Company covenants and agrees
with the Trustee, for the equal and proportionate benefit of the respective
holders from time to time of the Notes, as follows:
ARTICLE ONE.
THE NOTES.
SECTION 1.01. The Notes to be issued from time to time under the Indenture
as supplemented hereby, not including the Notes previously authorized for
issuance by the Company in the Indenture, shall be limited to the aggregate
principal amount of Two Billion Dollars ($2,000,000,000).
ARTICLE TWO.
MISCELLANEOUS PROVISIONS.
SECTION 2.01. This Fourth Supplemental Indenture is executed by the Company
and the Trustee pursuant to the provisions of Section 11.01 (f) of the
Indenture, and the terms and conditions hereof shall be deemed to be part of the
Indenture for all purposes. The Indenture, as supplemented by this Fourth
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.
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SECTION 2.02. This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
SECTION 2.03. The Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of the
Company. The Trustee makes no representations and shall have no responsibility
as to the validity or sufficiency of this Fourth Supplemental Indenture or the
due authorization and execution hereof by the Company.
SECTION 2.04. This Fourth Supplemental Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of such State.
IN WITNESS WHEREOF, FORD MOTOR CREDIT COMPANY, the party of the first part,
has caused this Fourth Supplemental Indenture to be duly signed and acknowledged
by its Chairman of the Board or its President or an Executive Vice President or
a Vice President or its Treasurer or its Secretary thereunto duly authorized,
and its corporate seal to be affixed hereunto, and the same to be attested by
its Secretary or an Assistant Secretary; and THE BANK OF NEW YORK, as Trustee
under the Indenture, the party of the second part, has caused this Fourth
Supplemental Indenture to be duly signed and acknowledged by one of its Vice
Presidents or Assistant Vice Presidents thereunto duly authorized, and its
corporate seal to be affixed hereunto, and the same to be attested by one of its
Assistant Treasurers.
FORD MOTOR CREDIT COMPANY
By
Attest:
Assistant Secretary
[CORPORATE SEAL]
THE BANK OF NEW YORK
By
Attest:
Assistant Treasurer
[CORPORATE SEAL]
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STATE OF MICHIGAN
COUNTY OF XXXXX
ss.:
On this day of March, 1998, before me personally came Xxxxxx X. Xxxxx,
to me known, who, being by me duly sworn, did depose and say that he resides at
0000 Xxxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; that he is Secretary of FORD MOTOR CREDIT
COMPANY, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[NOTARIAL SEAL]
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XXXXX XX XXX XXXX
XXXXXX XX XXX XXXX
SS.:
On this day of March, 1998, before me personally came
to me known, by me duly sworn, did depose and say that she
resides at , that is of THE BANK OF
NEW YORK, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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