364-DAY REVOLVING CREDIT AGREEMENT among FORD MOTOR COMPANY, The Subsidiary Borrowers from Time to Time Parties Thereto, The Several Lenders from Time to Time Parties Thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as of June 23,...


SECOND AMENDMENT TO THE

364-DAY REVOLVING CREDIT AGREEMENT

among

FORD MOTOR COMPANY,

The Subsidiary Borrowers from Time to Time Parties Thereto,

The Several Lenders from Time to Time Parties Thereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

Dated as of June 23, 2022,

as Amended as of October 26, 2022

JPMorgan Chase Bank, N.A.,

as Bookrunner and Lead Arranger

Banco Bradesco S.A., Barclays Bank PLC, BNP Paribas Securities Corp., BOFA Securities, Inc., Citibank, N.A., Commerzbank AG, New York Branch, Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Xxxxxxx Xxxxx Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Xxxxxx Xxxxxxx MUFG Loan Partners LLC, RBC Capital Markets1, Societe Generale, Sumitomo Mitsui Banking Corporation, Xxxxx Fargo Securities, LLC,

as Bookrunners and Lead Arrangers

Banco Bradesco S.A., Bank of America, N.A., Barclays Bank PLC, BNP Paribas, Citibank, N.A., Commerzbank AG, New York Branch, Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Xxxxxxx Xxxxx Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Xxxxxx Xxxxxxx MUFG Loan Partners LLC, RBC Capital Markets, Societe Generale, Sumitomo Mitsui Banking Corporation, Xxxxx Fargo Bank, National Association,

as Co-Syndication Agents

Credit Agricole Corporate and Investment Bank

as Lead Sustainability Structuring Agent

X.X. Xxxxxx Securities LLC,

as Co-Sustainability Structuring Agent

1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates consistent with prior practice.

SECOND AMENDMENT, dated as of April 26, 2023 (this “Amendment Agreement”) to the 364-Day Revolving Credit Agreement dated as of June 23, 2022, as amended as of October 26, 2022 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and as amended by this Amendment Agreement, the “Credit Agreement”) among Ford Motor Company (the “Company”), the Subsidiary Borrowers (as defined in the Existing Credit Agreement) from time to time party thereto, the several lenders and other parties from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and the other agents party thereto. Unless otherwise defined herein, terms defined in the Existing Credit Agreement and used herein shall have the meanings given to them in the Existing Credit Agreement.

WHEREAS, the Company has requested an amendment to the Existing Credit Agreement pursuant to which (a) some or all of the existing Lenders will agree to (i) increase, decrease or maintain, as applicable, the amount of their existing Commitments and (ii) extend, to April 24, 2024, the maturity of their existing (or increased or decreased) Commitments and (b) certain provisions of the Existing Credit Agreement will be amended; and

WHEREAS, in order to effect the foregoing, the Company and the other parties hereto desire to amend, as of the Amendment Effective Date (as defined in Section 4 below), the Existing Credit Agreement and to enter into certain other agreements set forth herein, in each case subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Amendment of the Existing Credit Agreement. Effective as of the Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows:

(a)the definition of “Converted Term Loan Maturity Date” in Section 1.1 of the Existing Credit Agreement shall be amended by deleting the phrase “June 22, 2024, which date is”.

(b)clause (a) of the definition of “FATCA” in Section 1.1 of the Existing Credit Agreement shall be amended by adding the phrase “Second Amendment” immediately before the phrase “Effective Date”.

(c)the definitions of “Revolving Termination Date” and “Subsidiary Borrower” in Section 1.1 shall be amended and restated to read in their entirety as follows:

“‘Revolving Termination Date’: as to any Lender, April 24, 2024 .”

“‘Subsidiary Borrower’: any Subsidiary that becomes a party hereto pursuant to Section 10.1(c)(i) until such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 10.1(c)(ii). As of the Second Amendment Effective Date, the following entity is a Subsidiary Borrower: FMCC.”

(d)Section 1.1 shall be amended by inserting the following definitions in their respective alphabetical locations therein:

“‘Second Amendment’: that certain Second Amendment dated as of the Second Amendment Effective Date among the Company, the Administrative Agent, the Lenders and the other parties thereto.”

“‘Second Amendment Effective Date’: April 26, 2023.”

(e)Section 2.5 shall be amended by (i) inserting “(a)” at the beginning thereof and (ii) inserting the following clause (b) at the end thereof:

“(b) The Commitments under the Facility as in effect immediately prior to the Second Amendment Effective Date shall remain in effect until the Second Amendment Effective Date. Immediately following the Second Amendment Effective Date, the Commitments set forth in Schedule 1.1A under the heading ‘Following the Second Amendment’ shall take effect, and all Extensions of Credit by Lenders with Commitments shall automatically become Extensions of Credit under the Facility.”

(f)clause (a)(ii) of Section 2.12 shall be amended by adding the phrase “Second Amendment” immediately before the phrase “Effective Date”.

(g)clause (d)(ii) of Section 2.15 shall be amended by adding the phrase “Second Amendment” immediately before each instance of the phrase “Effective Date”.

(h)Section 4.12 shall be amended by adding the phrase “Second Amendment” immediately before the phrase “Effective Date”.

(i)Schedule 1.1A (Commitments) to the Existing Credit Agreement is hereby amended and restated in its entirety to reflect the elections made by the Lenders party hereto that elect to (A) increase, decrease or maintain, as applicable, the amount of their existing Commitments and (B) extend the Revolving Termination Date in respect of their existing (or increased or decreased) Commitments (with respect to the Commitments so extended, each an “Extending Lender”, and collectively, the “Extending Lenders”) to April 24, 2024. Each Lender party hereto hereby authorizes the Administrative Agent to compile such modified Schedule 1.1A (Commitments) reflecting such elections, increases and decreases, and attach such modified Schedule 1.1A (Commitments) to the Credit Agreement.

Except as set forth above, all schedules and exhibits to the Existing Credit Agreement, in the forms thereof in effect immediately prior to the Amendment Effective Date, will continue to be schedules and exhibits to the Credit Agreement.

Section 2. Waiver. Pursuant to Section 10.1(a) of the Existing Credit Agreement, the Company and the Required Lenders hereby waive Section 2.13(a) of the Credit Agreement to the extent necessary to permit the increases, decreases and extensions, on a non-pro-rata basis, of the Commitments of Extending Lenders contemplated by this Amendment Agreement set forth on Schedule 1.1A (Commitments) hereto.

Section 3. Representations and Warranties. To induce the Administrative Agent and the Extending Lenders party hereto to enter into this Amendment Agreement, the Company (with respect to the representations and warranties in clauses (b) and (c) below) and each Current Loan Party (as defined below) (solely for itself, with respect to the representations and warranties in clause (a) below), hereby represents and warrants to the Administrative Agent and such Extending Lenders that:

(a)(i) Each of the Company, each Subsidiary Borrower and each Subsidiary Guarantor (each a “Current Loan Party”) has the requisite power and authority to execute, deliver and perform its obligations under this Amendment Agreement, has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment Agreement and has duly executed and delivered this Amendment Agreement and (ii) this Amendment Agreement constitutes a legal, valid and binding obligation of each Current Loan Party enforceable against such Current Loan Party 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 general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b)As of the Amendment Effective Date, after giving effect to the transactions contemplated by this Amendment Agreement, no Default or Event of Default has occurred and is continuing.

(c)Each of the representations and warranties set forth in the Loan Documents is true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

Section 4. Effectiveness of this Amendment Agreement. The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions precedent (the date on which all of such conditions shall first be satisfied, the “Amendment Effective Date”):

(a)The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Lenders party hereto (who, collectively, constitute the Required Lenders under the Existing Credit Agreement) and the Administrative Agent.

(b)The Administrative Agent shall have received legal opinions, dated the Amendment Effective Date, of (i) Xxxxx Xxxx & Xxxxxxxx LLP, New York counsel to the Company and (ii) an in house counsel of the Company serving as either the Secretary or an Assistant Secretary of the Company, in each case addressed to the Extending Lenders and the Administrative Agent as to matters previously agreed between the Company and the Administrative Agent

(c)The Administrative Agent shall have received from the Company, for the account of and with respect to each Extending Lender, a fee in an amount equal to the sum of (A) [Redacted] of such Extending Lender’s (or its affiliates’) aggregate Commitments under the Credit Agreement on the Amendment Effective Date (the “Amended Commitments”), but only to the extent the Amended Commitments of such Extending Lender, together with any “2026 Commitments” under and as defined in the Supplemental RCF Credit Agreement and any “2026 Revolving Commitments” or “2028 Revolving Commitments”, in each case, under and as defined in the Existing Credit Agreement (as defined in the Credit Agreement, the “Main Credit Agreement”), in each case, of such Extending Lender immediately after the Amendment Effective Date (such aggregate amount, the “Aggregate New Commitments”) exceed the sum of the existing Commitments, any existing “2024 Commitments” or “2025 Commitments”, in each case, under and as defined in the Supplemental RCF Credit Agreement and any existing “2025 Revolving Commitments” or “2027 Revolving Commitments”, in each case, under and as defined in the Main Credit Agreement, in each case, of such Extending Lender immediately prior to the Amendment Effective Date (or if any such commitment has been reduced since the initial closing of the Existing Credit Agreement on June 23, 2022, the closing of the Nineteenth Amendment to the Main Credit Agreement dated as of June 23, 2022 or the closing of the Fourth Amendment to the Supplemental RCF Credit Agreement dated as of June 23, 2022, as applicable, such commitment at such initial closing or the closing of such amendment) (such aggregate amount, the “Aggregate Existing Commitments”), plus (B) [Redacted] of such Extending Lender’s (or its affiliates’) aggregate Amended Commitments, but only to the extent the Aggregate New Commitments of such Extending Lender are less than or equal to the Aggregate Existing Commitments of such Extending Lender.

(d)So long as reasonably requested in writing at least ten Business Days prior to the Amendment Effective Date, the Administrative Agent shall have received, at least three Business Days prior to the Amendment Effective Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined below), a certification regarding

beneficial ownership as required by the Beneficial Ownership Regulation. As used herein, the term “Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

Section 5. Effect of this Amendment Agreement.

(a)Except as expressly set forth herein or in the Credit Agreement, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, which shall remain in full force and effect, except in each case as amended, restated, replaced and superseded hereby or by the Credit Agreement, or any instruments or other agreements executed as of the date hereof in connection herewith or therewith. Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b)On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Credit Agreement. This Amendment Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(c)Each Subsidiary Guarantor hereby expressly acknowledges the terms of this Amendment Agreement and reaffirms, as of the date hereof, its guarantee of the Guaranteed Obligations (as defined in the New Guarantee) under the New Guarantee.

Section 6 Governing Law. THIS AMENDMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 7. Costs and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment Agreement, including the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent.

Section 8. Counterparts. This Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Amendment Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 9. Headings. The headings of this Amendment Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 10. Incorporation of Credit Agreement Provisions. The provisions of Sections 10.12 (Submission to Jurisdiction; Waivers) and 10.17 (Waiver of Jury Trial) of the Credit Agreement shall apply herein as if fully set forth herein, mutatis mutandis.

[Remainder of page intentionally blank]

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


FORD MOTOR COMPANY
By:			/s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President, Treasurer

[Signature Page to Second Amendment]


FORD MOTOR CREDIT COMPANY LLC
By:			/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President-Assistant Treasurer

[Signature Page to Second Amendment]


FORD EUROPEAN HOLDINGS INC. FORD GLOBAL TECHNOLOGIES, LLC FORD HOLDINGS LLC FORD INTERNATIONAL CAPITAL LLC FORD MEXICO HOLDINGS LLC FORD MOTOR SERVICE COMPANY FORD NEXT LLC FORD TRADING COMPANY, LLC FORD COMPONENT SALES, LLC FORD XXX XXXX INVESTMENT FUND, INC.
By:			/s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Authorized Representative

[Signature Page to Second Amendment]


JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:			/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Director

[Signature Page to Second Amendment]


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lead Sustainability Structuring Agent
By:			/s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Director
By:			/s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Director

[Signature Page to Second Amendment]


X.X. XXXXXX SECURITIES LLC, as Co-Sustainability Structuring Agent
By:			/s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Executive Director

[Signature Page to Second Amendment]

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364-DAY REVOLVING CREDIT AGREEMENT among FORD MOTOR COMPANY, The Subsidiary Borrowers from Time to Time Parties Thereto, The Several Lenders from Time to Time Parties Thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as of June 23,...

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