Support Agreement - Ford Motor Co. and Ford Credit Europe plc
SUPPORT AGREEMENT dated as of
October 1, 1993 between Ford
Motor Company, a Delaware
corporation (hereinafter called
"Ford") and Ford Credit Europe
plc, a corporation organized
under the laws of England
(hereinafter called "Ford
Credit Europe")
WHEREAS, Ford Credit Europe presently is substantially wholly
owned by Ford; and
WHEREAS, Ford Credit Europe has agreed for the remainder of
1993, and for each of the calendar years 1994 through 1996, to
continue to make available financing accommodations to dealers in
of vehicles manufactured or sold by Ford and other manufacturers to
no less an extent than such services were made available during
calendar year 1992 by the subsidiaries of Ford that are now owned
by, or whose businesses are now included as part of, Ford Credit
Europe.
WHEREAS, in consideration of the foregoing, Ford has agreed to
maintain a minimum ownership interest in Ford Credit Europe and to
make certain payments contributions to Ford Credit Europe in the
events and upon the conditions set forth in this agreement.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual agreements hereinafter provided, the parties hereto agree as
follows:
1. Ford shall, at all times during the term of this Agreement,
maintain an ownership interest in Ford Credit Europe, either
directly or indirectly through one or more subsidiaries, of not
less than 75% of the issued and outstanding shares of Ford Credit
Europe.
2(a). Ford shall make a payment contribution, to the extent
required, to Ford Credit Europe, as with respect to the extent each
quarterly accounting period during the years 1993 through 1996
(beginning with the Fourth Quarter of 1993) in an amount sufficient
to cause the net worth (paid-in-capital plus retained earnings) of
Ford Credit Europe for such calendar quarter, as shown on the
financial statements on a U.S. basis (prepared in accordance with
U.S. generally accepted accounting principles) of Ford Credit
Europe for such quarter, to be not less than US$500 million. Such
payment contribution, if required, will be made within 30 days of
receipt by Ford of such quarterly financial statements of Ford
Credit Europe on a U.S. basis.
2(b). In the event that Ford shall have made a contribution to
Ford Credit Europe under paragraph 2(a) with respect to any portion
of a calendar year, and Ford Credit Europe thereafter shall have,
at the end of the same calendar year in which the contribution has
been made, a net worth in excess of US$500 million after giving
effect to any dividends paid by Ford Credit Europe to its
shareholders during or at the end of such year, then Ford Credit
Europe shall, at Ford's discretion, make a repayment to Ford equal
to the lesser of (i) such excess or (ii) the aggregate of any
contribution made by Ford to Ford Credit Europe under paragraph
2(a) during such year.
3. Ford Credit Europe shall continue to make wholesale
inventory and retail financing accommodations generally available
to dealers in vehicles manufactured or sold by Ford and other
manufacturers and to their customers during the remainder of 1993
and during each subsequent calendar year through 1996 to no less an
extent than such services were made available during 1992 by the
companies or businesses that are now included as part of Ford
Credit Europe.
4. All determinations hereunder shall be made in accordance
with U.S. generally accepted accounting principles.
5. This Agreement contains the entire agreement between the
parties hereto with respect to the transactions contemplated hereby
and shall supersede all prior agreements between the parties hereto
with respect to the subject matter hereto.
6. This agreement shall be governed by and construed under the
laws of the United Kingdom.
7. The terms of this Agreement shall not be waived, altered,
modified, amended, supplemented or terminated in any manner
whatsoever except by a written instrument signed by each of the
parties hereto; provided, however, that Ford, unilaterally, may
orally waive any obligation of Ford Credit Europe to make a
repayment under paragraph 2(b) hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be fully executed as of the day and year first above
written.
FORD MOTOR COMPANY
/s/David N. McCammon
David N. McCammon
Vice President-Finance and Treasurer
FORD CREDIT EUROPE plc
/s/Myron Young
Myron Young
Chairman of the Board of Directors
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