Ford Motor Co 8-K, filed Apr 26, 2023
Ford Motor Co (F)
8-K
2023-04-26
For: 2023-04-26
View Original
Added on
April 08, 2026
About this 8-K
Ford Motor Co filed this 8-K on April 26, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: April 26, 2023
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code 313 -322-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 26, 2023, Ford Motor Company (“Ford” or “Company”) entered into the Twentieth Amendment (the “Twentieth Amendment”) to its Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, as amended and restated as of April 30, 2014, as amended and restated as of April 30, 2015, and as further amended and restated as of September 29, 2021 (as amended, supplemented, or otherwise modified from time to time prior to April 26, 2023, the “Existing Credit Agreement”) among Ford, the subsidiary borrowers from time to time party thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. The Twentieth Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
As a result of the Twentieth Amendment, the Existing Credit Agreement has been amended effective as of April 26, 2023. Prior to the Twentieth Amendment, lenders held $3.4 billion of commitments maturing on June 23, 2025 and $10.1 billion of commitments maturing on June 23, 2027. As a result of the Twentieth Amendment, lenders have maintained the same level of total commitments with $3.4 billion of commitments maturing on April 26, 2026 and $10.1 billion of commitments maturing on April 26, 2028.
Also on April 26, 2023, Ford entered into the Fifth Amendment (the “Supplemental Fifth Amendment”) to its Revolving Credit Agreement dated as of April 23, 2019, as amended and restated as of September 29, 2021 (as amended, supplemented, or otherwise modified from time to time prior to April 26, 2023, the “Existing Supplemental Revolving Credit Agreement”) among Ford, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. The Supplemental Fifth Amendment is attached hereto as Exhibit 10.2 and is incorporated by reference herein.
As a result of the Supplemental Fifth Amendment, the Existing Supplemental Revolving Credit Agreement has been amended effective as of April 26, 2023. Prior to the Supplemental Fifth Amendment, lenders held revolving commitments totaling $2.0 billion, with $0.1 billion of commitments maturing on September 29, 2024 and $1.9 billion of commitments maturing on June 23, 2025. As a result of the Supplemental Fifth Amendment, lenders have maintained the same level of total commitments with $0.1 billion of commitments maturing on September 29, 2024 and $1.9 billion of commitments maturing on April 26, 2026.
Also on April 26, 2023, Ford entered into the Second Amendment (the “364-Day Second Amendment”) to its 364-Day Revolving Credit Agreement dated as of June 23, 2022 (as amended, supplemented, or otherwise modified from time to time prior to April 26, 2023, the “Existing 364-Day Revolving Credit Agreement”) among Ford, the subsidiary borrowers from time to time party thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. The 364-Day Second Amendment is attached hereto as Exhibit 10.3 and is incorporated by reference herein.
As a result of the 364-Day Second Amendment, the Existing 364-Day Revolving Credit Agreement has been amended effective as of April 26, 2023. Prior to the 364-Day Second Amendment, lenders held revolving commitments totaling $1.75 billion maturing on June 22, 2023. As a result of the 364-Day Second Amendment, lenders have $1.8 billion of commitments maturing on April 24, 2024.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
| Designation | Description | Method of Filing | ||||||
| Twentieth Amendment dated April 26, 2023 to | Filed with this Report | |||||||
| the Credit Agreement dated as of December 15, 2006, | ||||||||
| as amended and restated as of November 24, 2009, | ||||||||
| as amended and restated as of April 30, 2014, | ||||||||
| as amended and restated as of April 30, 2015, | ||||||||
| as amended and restated as of September 29, 2021 | ||||||||
| Fifth Amendment dated April 26, 2023 to | Filed with this Report | |||||||
| the Revolving Credit Agreement dated as of April 23, 2019, | ||||||||
| as amended and restated as of September 29, 2021 | ||||||||
| Second Amendment dated April 26, 2023 to | Filed with this Report | |||||||
| the 364-Day Revolving Credit Agreement dated June 23, 2022 | ||||||||
| Exhibit 104 | Cover Page Interactive Data File | * | ||||||
| (formatted in Inline XBRL) | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORD MOTOR COMPANY | ||||||||
| (Registrant) | ||||||||
| Date: April 26, 2023 | By: | /s/ David J. Witten | ||||||
| David J. Witten | ||||||||
| Assistant Secretary | ||||||||
| * | Submitted electronically with this Report in accordance with the provisions of Regulation S-T. | |||||||
TWENTIETH AMENDMENT TO THE | ||
CREDIT AGREEMENT
among
FORD MOTOR COMPANY,
The Subsidiary Borrowers from Time to Time Parties Thereto,
The Several Lenders from Time to Time Parties Thereto,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
JPMORGAN CHASE BANK, N.A., acting through its Hong Kong Branch,
as RMB Administrative Agent,
and
BANCO BRADESCO S.A.,
as Brazilian Administrative Agent,
Dated as of December 15, 2006,
as Amended and Restated as of November 24, 2009, Amended and Restated as of April 30, 2014, Amended and Restated as of April 30, 2015, and Amended and Restated as of September 29, 2021 and as amended by the Nineteenth Amendment dated as of June 23, 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., Goldman Sachs Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets1, Societe Generale, Sumitomo Mitsui Banking Corporation, Wells 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., Goldman Sachs Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets, Societe Generale, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, National Association,
as Co-Syndication Agents
Credit Agricole Corporate and Investment Bank,
as Lead Sustainability Structuring Agent
J.P. Morgan 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.
TWENTIETH AMENDMENT, dated as of April 26, 2023 (this “Amendment Agreement”) to the Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, as further amended and restated as of April 30, 2014, as further amended and restated as of April 30, 2015, as further amended and restated as of September 29, 2021 and as further amended by the Nineteenth Amendment dated as of June 23, 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 from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), Banco Bradesco S.A., as Brazilian Administrative Agent (the “Brazilian Administrative Agent”), JPMorgan Chase Bank, N.A., acting through its Hong Kong Branch, a national banking association organized under the laws of the United States of America with limited liability, as RMB Administrative Agent (the “RMB Administrative Agent”), Credit Agricole Corporate and Investment Bank, as Lead Sustainability Structuring Agent (the “Lead Sustainability Structuring Agent”), and J.P. Morgan Securities LLC, as Co-Sustainability Structuring Agent (the “Co-Sustainability Structuring Agent”). 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 Revolving Lenders will agree to (i) increase, decrease or maintain, as applicable, the amount of their existing 2025 Revolving Commitments and 2027 Revolving Commitments, (ii) extend, to April 26, 2026, the maturity of their existing (or increased or decreased) 2025 Revolving Commitments and (iii) extend, to April 26, 2028, the maturity of their existing (or increased or decreased) 2027 Revolving 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 following defined terms in Section 1.1:
“2025 Brazilian Revolving Commitment”, “2025 Brazilian Revolving Commitment Recalculation Date”, “2025 Brazilian Revolving Facility”, “2025 Brazilian Revolving Lender”, “2025 Brazilian Revolving Loans”, “2025 Brazilian Revolving Percentage”, “2025 Canadian Revolving Commitment”, “2025 Canadian Revolving Facility”, “2025 Canadian Revolving Lender”, “2025 Canadian Revolving Loans”, “2025 Canadian Revolving Percentage”, “2025 Converted RMB Revolving Commitment”, “2025 Converted RMB Revolving Facility”, “2025 Converted RMB Revolving Lender”, “2025 Converted RMB Revolving Loans”, “2025 Converted RMB Revolving Percentage”, “2025 Domestic Revolving Commitment”, “2025 Domestic Revolving Facility”, “2025 Domestic Revolving Lender”, “2025 Domestic Revolving Loans”, “2025 Domestic Revolving Percentage”, “2025 Multicurrency Revolving Commitment”, “2025 Multicurrency Revolving Facility”, “2025 Multicurrency Revolving Lender”, “2025 Multicurrency Revolving Loans”, “2025 Multicurrency Revolving Percentage”, “2025 Revolving Commitments”, “2025 Revolving Facility”, “2025 Revolving Lenders”, “2025
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RMB Revolving Commitment”, “2025 RMB Revolving Lender”, “2025 RMB Revolving Loans”, “2025 RMB Revolving Percentage”, “2025 Unconverted RMB Revolving Commitment”, “2025 Unconverted RMB Revolving Facility”, “2025 Unconverted RMB Revolving Lender”, “2025 Unconverted RMB Revolving Loans”, “2025 Unconverted RMB Revolving Percentage”, “Total 2025 Revolving Commitments” and “Total 2025 Revolving Extensions of Credit”
shall be redefined as:
“2026 Brazilian Revolving Commitment”, “2026 Brazilian Revolving Commitment Recalculation Date”, “2026 Brazilian Revolving Facility”, “2026 Brazilian Revolving Lender”, “2026 Brazilian Revolving Loans”, “2026 Brazilian Revolving Percentage”, “2026 Canadian Revolving Commitment”, “2026 Canadian Revolving Facility”, “2026 Canadian Revolving Lender”, “2026 Canadian Revolving Loans”, “2026 Canadian Revolving Percentage”, “2026 Converted RMB Revolving Commitment”, “2026 Converted RMB Revolving Facility”, “2026 Converted RMB Revolving Lender”, “2026 Converted RMB Revolving Loans”, “2026 Converted RMB Revolving Percentage”, “2026 Domestic Revolving Commitment”, “2026 Domestic Revolving Facility”, “2026 Domestic Revolving Lender”, “2026 Domestic Revolving Loans”, “2026 Domestic Revolving Percentage”, “2026 Multicurrency Revolving Commitment”, “2026 Multicurrency Revolving Facility”, “2026 Multicurrency Revolving Lender”, “2026 Multicurrency Revolving Loans”, “2026 Multicurrency Revolving Percentage”, “2026 Revolving Commitments”, “2026 Revolving Facility”, “2026 Revolving Lenders”, “2026 RMB Revolving Commitment”, “2026 RMB Revolving Lender”, “2026 RMB Revolving Loans”, “2026 RMB Revolving Percentage”, “2026 Unconverted RMB Revolving Commitment”, “2026 Unconverted RMB Revolving Facility”, “2026 Unconverted RMB Revolving Lender”, “2026 Unconverted RMB Revolving Loans”, “2026 Unconverted RMB Revolving Percentage”, “Total 2026 Revolving Commitments” and “Total 2026 Revolving Extensions of Credit”, respectively,
and each usage of each such term in the Credit Agreement shall refer to such redefined term.
(b)the following defined terms in Section 1.1:
“2027 Brazilian Revolving Commitment”, “2027 Brazilian Revolving Commitment Recalculation Date”, “2027 Brazilian Revolving Facility”, “2027 Brazilian Revolving Lender”, “2027 Brazilian Revolving Loans”, “2027 Brazilian Revolving Percentage”, “2027 Canadian Revolving Commitment”, “2027 Canadian Revolving Facility”, “2027 Canadian Revolving Lender”, “2027 Canadian Revolving Loans”, “2027 Canadian Revolving Percentage”, “2027 Converted RMB Revolving Commitment”, “2027 Converted RMB Revolving Facility”, “2027 Converted RMB Revolving Lender”, “2027 Converted RMB Revolving Loans”, “2027 Converted RMB Revolving Percentage”, “2027 Domestic Revolving Commitment”, “2027 Domestic Revolving Facility”, “2027 Domestic Revolving Lender”, “2027 Domestic Revolving Loans”, “2027 Domestic Revolving Percentage”, “2027 Multicurrency Revolving Commitment”, “2027 Multicurrency Revolving Facility”, “2027 Multicurrency Revolving Lender”, “2027 Multicurrency Revolving Loans”, “2027 Multicurrency Revolving Percentage”, “2027 Revolving Commitments”, “2027 Revolving Facility”, “2027 Revolving Lenders”, “2027 RMB Revolving Commitment”, “2027 RMB Revolving Lender”, “2027 RMB Revolving Loans”, “2027 RMB Revolving Percentage”, “2027 Unconverted RMB Revolving Commitment”, “2027 Unconverted RMB Revolving Facility”, “2027 Unconverted RMB Revolving Lender”, “2027 Unconverted RMB Revolving Loans”, “2027 Unconverted RMB Revolving Percentage”, “Total 2027 Revolving Commitments” and “Total 2027 Revolving Extensions of Credit”
shall be redefined as:
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“2028 Brazilian Revolving Commitment”, “2028 Brazilian Revolving Commitment Recalculation Date”, “2028 Brazilian Revolving Facility”, “2028 Brazilian Revolving Lender”, “2028 Brazilian Revolving Loans”, “2028 Brazilian Revolving Percentage”, “2028 Canadian Revolving Commitment”, “2028 Canadian Revolving Facility”, “2028 Canadian Revolving Lender”, “2028 Canadian Revolving Loans”, “2028 Canadian Revolving Percentage”, “2028 Converted RMB Revolving Commitment”, “2028 Converted RMB Revolving Facility”, “2028 Converted RMB Revolving Lender”, “2028 Converted RMB Revolving Loans”, “2028 Converted RMB Revolving Percentage”, “2028 Domestic Revolving Commitment”, “2028 Domestic Revolving Facility”, “2028 Domestic Revolving Lender”, “2028 Domestic Revolving Loans”, “2028 Domestic Revolving Percentage”, “2028 Multicurrency Revolving Commitment”, “2028 Multicurrency Revolving Facility”, “2028 Multicurrency Revolving Lender”, “2028 Multicurrency Revolving Loans”, “2028 Multicurrency Revolving Percentage”, “2028 Revolving Commitments”, “2028 Revolving Facility”, “2028 Revolving Lenders”, “2028 RMB Revolving Commitment”, “2028 RMB Revolving Lender”, “2028 RMB Revolving Loans”, “2028 RMB Revolving Percentage”, “2028 Unconverted RMB Revolving Commitment”, “2028 Unconverted RMB Revolving Facility”, “2028 Unconverted RMB Revolving Lender”, “2028 Unconverted RMB Revolving Loans”, “2028 Unconverted RMB Revolving Percentage”, “Total 2028 Revolving Commitments” and “Total 2028 Revolving Extensions of Credit”, respectively,
and each usage of each such term in the Credit Agreement shall refer to such redefined term.
(c)the definition of “Revolving Termination Date” in Section 1.1 shall be amended and restated to read in its entirety as follows:
“‘Revolving Termination Date’: as to any Lender, (i) with respect to 2026 Revolving Commitments, initially April 26, 2026 and (ii) with respect to 2028 Revolving Commitments, initially April 26, 2028, in each case as such date for such Lender may be extended from time to time pursuant to Section 2.33.”
(d)each usage of the term “Nineteenth Amendment Effective Date” in the Credit Agreement (except in the definitions of “Nineteenth Amendment Effective Date” and “Nineteenth Amendment”) shall be replaced with the term “Twentieth Amendment Effective Date”.
(e)Section 1.1 shall be amended by inserting the following definitions in their respective alphabetical locations therein:
“‘Twentieth Amendment’: that certain Twentieth Amendment dated as of the Twentieth Amendment Effective Date among the Company, the Administrative Agent, the Brazilian Administrative Agent, the RMB Administrative Agent, the Lenders and the other parties thereto.”
“‘Twentieth Amendment Effective Date’: April 26, 2023.”
(f)Section 2.2(a) shall be amended by replacing the phrase “Following the Nineteenth Amendment” in the second sentence thereof with the phrase “Following the Twentieth Amendment”.
(g)Schedule 1.1A (Commitments) to the Existing Credit Agreement is hereby amended and restated in its entirety to reflect the elections made by the Revolving Lenders party hereto that elect to (A) increase, decrease or maintain, as applicable, the amount of their existing 2025 Revolving Commitments and 2027 Revolving Commitments, (B) extend the Revolving Termination Date in respect of their existing (or increased or decreased) 2025 Revolving Commitments (with respect to the 2025 Revolving Commitments so extended, each an “Extending 2025 Revolving Lender”) to April 26, 2026 and (C) extend the Revolving Termination Date in respect of their
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existing (or increased or decreased) 2027 Revolving Commitments (with respect to the 2027 Revolving Commitments so extended, each an “Extending 2027 Revolving Lender”, collectively with the Extending 2025 Revolving Lenders, the “Extending Lenders”) to April 26, 2028. Each Revolving 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 Sections 2.24(a) and 2.32 of the Existing Credit Agreement to the extent necessary to permit the increases, decreases and extensions, on a non-pro-rata basis, of the 2025 Revolving Commitments and the 2027 Revolving Commitments, as applicable, 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, the Brazilian Administrative Agent, the RMB Administrative Agent and the Extending Lenders 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, the Brazilian Administrative Agent, the RMB Administrative Agent and the Extending Lenders that:
(a)(i) Each of the Company, FMCC, Ford Brasil 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 Required Lenders, the Extending Lenders, the Administrative Agent, the Brazilian Administrative Agent, the RMB Administrative Agent, each Issuing Lender and each Swingline Lender.
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(b)The Administrative Agent shall have received legal opinions, dated the Amendment Effective Date, of (i) Davis Polk & Wardwell LLP, New York counsel to the Company, (ii) an in house counsel of the Company serving as either the Secretary or an Assistant Secretary of the Company and (iii) Machado, Meyer, Sendacz e Opice, Brazilian counsel to Ford Brasil, in each case addressed to the Extending Lenders and the Agents 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:
(i)each Extending 2025 Revolving Lender, a fee in an amount equal to the sum of (A) [Redacted] of such Extending 2025 Revolving Lender’s (or its affiliates’) aggregate 2026 Revolving Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the 2026 Revolving Commitments of such Extending 2025 Revolving Lender, together with any 2028 Revolving Commitments, any “2026 Commitments” under and as defined in the Supplemental RCF Credit Agreement and any “Commitments” under and as defined in the 364-Day Revolving Credit Agreement, in each case, of such Extending 2025 Revolving Lender immediately after the Amendment Effective Date (such aggregate amount, the “Aggregate New Commitments”) exceed the sum of the existing 2025 Revolving Commitments, the existing 2027 Revolving Commitments, any existing “2024 Commitments” or “2025 Commitments”, in each case, under and as defined in the Supplemental RCF Credit Agreement and any existing “Commitments” under and as defined in the 364-Day Revolving Credit Agreement, in each case, of such Extending 2025 Revolving Lender immediately prior to the Amendment Effective Date (or if any such commitment has been reduced since the closing of the Nineteenth Amendment to the Existing Credit Agreement dated as of June 23, 2022, the closing of the Fourth Amendment to the Supplemental RCF Credit Agreement dated as of June 23, 2022 or the initial closing of the 364-Day Revolving Credit Agreement on June 23, 2022, as applicable, such commitment at the closing of such amendment or at such initial closing) (such aggregate amount, the “Aggregate Existing Commitments”), plus (B) [Redacted] of such Extending 2025 Revolving Lender’s (or its affiliates’) aggregate 2026 Revolving Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the Aggregate New Commitments of such Extending 2025 Revolving Lender are less than or equal to the Aggregate Existing Commitments of such Extending 2025 Revolving Lender; and
(ii)each Extending 2027 Revolving Lender, a fee in an amount equal to the sum of (A) [Redacted] of such Extending 2027 Revolving Lender’s (or its affiliates’) aggregate 2028 Revolving Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the Aggregate New Commitments of such Extending 2027 Revolving Lender exceed the Aggregate Existing Commitments of such Extending 2027 Revolving Lender plus (B) [Redacted] of such Extending 2027 Revolving Lender’s (or its affiliates’) aggregate 2028 Revolving Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the Aggregate New Commitments of such Extending 2027 Revolving Lender are less than or equal to the Aggregate Existing Commitments of such Extending 2027 Revolving 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.
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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 Agents 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 executed 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 Agents for their reasonable out-of-pocket expenses in connection with this Amendment Agreement, including the reasonable fees, charges and disbursements of a single primary counsel (and a single local counsel in Brazil) for the Agents.
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.
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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]
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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/ David A. Webb | ||||
Name: David A. Webb | |||||
Title: Vice President, Treasurer | |||||
[Signature Page to Twentieth Amendment]
FORD MOTOR CREDIT COMPANY LLC | |||||
| By: | /s/ Jason C. Behnke | ||||
Name: Jason C. Behnke | |||||
Title: Vice President-Assistant Treasurer | |||||
[Signature Page to Twentieth Amendment]
FORD MOTOR COMPANY BRASIL LTDA. | |||||
| By: | /s/ Raul Eduardo Limongi Pacheco | ||||
Name: Raul Eduardo Limongi Pacheco | |||||
Title: Chief Financial Officer | |||||
| By: | /s/ Luis Claudio Casanova | ||||
Name: Luis Claudio Casanova | |||||
Title: General Counsel | |||||
[Signature Page to Twentieth 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 VAN DYKE INVESTMENT FUND, INC. | |||||
| By: | /s/ David A. Webb | ||||
Name: David A. Webb | |||||
Title: Authorized Representative | |||||
[Signature Page to Twentieth Amendment]
JPMORGAN CHASE BANK, N.A., as Administrative Agent | |||||
| By: | /s/ Robert P. Kellas | ||||
Name: Robert P. Kellas | |||||
Title: Executive Director | |||||
[Signature Page to Twentieth Amendment]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lead Sustainability Structuring Agent | |||||
| By: | /s/ Jill Wong | ||||
Name: Jill Wong | |||||
Title: Director | |||||
| By: | /s/ Gordon Yip | ||||
Name: Gordon Yip | |||||
Title: Director | |||||
[Signature Page to Twentieth Amendment]
J.P. MORGAN SECURITIES LLC, as Co-Sustainability Structuring Agent | |||||
| By: | /s/ Sam Mason | ||||
Name: Sam Mason | |||||
Title: Executive Director | |||||
[Signature Page to Twentieth Amendment]
JPMORGAN CHASE BANK, NA., acting through its Hong Kong Branch, as RMB Administrative Agent | |||||
| By: | /s/ Devika Prasad | ||||
Name: Devika Prasad | |||||
Title: Vice President | |||||
[Signature Page to Twentieth Amendment]
BANCO BRADESCO S.A., as Brazilian Administrative Agent | |||||||||||
| By: | /s/ Leonardo Storniolo | ||||||||||
Name: Leonardo Storniolo | |||||||||||
Title: Relationship Manager | |||||||||||
| By: | /s/ Marcelo da Rocha F. Mendes | ||||||||||
Name: Marcelo da Rocha F. Mendes | |||||||||||
Title: Bradesco Corporate | |||||||||||
[Signature Page to Twentieth Amendment]
FIFTH AMENDMENT TO THE | ||
REVOLVING CREDIT AGREEMENT
among
FORD MOTOR COMPANY,
The Several Lenders from Time to Time Parties Thereto
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
Dated as of April 23, 2019,
as Amended and Restated as of September 29, 2021 and as amended by the Fourth Amendment dated as of June 23, 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., Goldman Sachs Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets1, Societe Generale, Sumitomo Mitsui Banking Corporation, Wells 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., Goldman Sachs Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets, Societe Generale, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, National Association,
as Co-Syndication Agents
Credit Agricole Corporate and Investment Bank
as Lead Sustainability Structuring Agent
J.P. Morgan 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.
FIFTH AMENDMENT, dated as of April 26, 2023 (this “Amendment Agreement”) to the Revolving Credit Agreement dated as of April 23, 2019, as amended and restated as of September 29, 2021 and as further amended as of June 23, 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 several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), Credit Agricole Corporate and Investment Bank, as Lead Sustainability Structuring Agent (the “Lead Sustainability Structuring Agent”), and J.P. Morgan Securities LLC, as Co-Sustainability Structuring Agent (the “Co-Sustainability Structuring Agent”). 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 2024 Commitments and 2025 Commitments and (ii) extend, to April 26, 2026, the maturity of their existing (or increased or decreased) 2025 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 following defined terms in Section 1.1:
“2025 Commitment”, “2025 Facility”, “2025 Lender”, “2025 Loans”, “Total 2025 Commitments” and “Total 2025 Extensions of Credit”
shall be redefined as:
“2026 Commitment”, “2026 Facility”, “2026 Lender”, “2026 Loans”, “Total 2026 Commitments” and “Total 2026 Extensions of Credit” respectively,
and each usage of each such term in the Credit Agreement shall refer to such redefined term.
(b)the definition of “Revolving Termination Date” in Section 1.1 shall be amended and restated to read in its entirety as follows:
“‘Revolving Termination Date’: as to any Lender, with respect to the 2024 Commitments, September 29, 2024 and, with respect to the 2026 Commitments, April 26, 2026.”
(c)each usage of the term “Fourth Amendment Effective Date” in the Credit Agreement (except in the definitions of “Fourth Amendment Effective Date” and “Fourth Amendment”) shall be replaced with the term “Fifth Amendment Effective Date”.
(d)Section 1.1 shall be amended by inserting the following definitions in their respective alphabetical locations therein:
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“‘Fifth Amendment’: that certain Fifth Amendment dated as of the Fifth Amendment Effective Date among the Company, the Administrative Agent, the Lenders and the other parties thereto.”
“‘Fifth Amendment Effective Date’: April 26, 2023.”
(e)clause (c) of Section 2.5 shall be amended by inserting the phrase “under the heading ‘Following the Fifth Amendment’” in the second sentence thereof immediately following the phrase “Schedule 1.1A”.
(f)clause (d)(ii) of Section 2.15 shall be amended by inserting the phrase “Fifth Amendment” immediately prior to each instance of the phrase “Effective Date” therein.
(g)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 2024 Commitments and 2025 Commitments and (B) extend the Revolving Termination Date in respect of their existing (or increased or decreased) 2025 Commitments (with respect to the 2025 Commitments so extended, each an “Extending Lender”) to April 26, 2026. 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 Existing Credit Agreement to the extent necessary to permit the increases, decreases and extensions, on a non-pro-rata basis, of the 2024 Commitments and 2025 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 to enter into this Amendment Agreement, the Company and each Subsidiary Guarantor (solely for itself, with respect to the representations and warranties in clause (a) below) hereby represents and warrants to the Administrative Agent and the Extending Lenders that:
(a)(i) Each of the Company and each Subsidiary Guarantor 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 the Company and each Subsidiary Guarantor enforceable against the Company and each Subsidiary Guarantor 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
3
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 the Company, each Subsidiary Guarantor, the Extending Lenders (which, collectively, constitute 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) Davis Polk & Wardwell 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 2026 Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the 2026 Commitments of such Extending Lender, together with any “2026 Revolving Commitments” and “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”) and any “Commitments” under and as defined in the 364-Day Revolving 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 any existing 2024 Commitments, any existing 2025 Commitments, any existing “2025 Revolving Commitments” or “2027 Revolving Commitments”, in each case, under and as defined in the Main Credit Agreement and any existing “Commitments” under and as defined in the 364-Day Revolving 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 closing of the Fourth Amendment to the Existing Credit Agreement dated as of June 23, 2022, the closing of the Nineteenth Amendment to the Main Credit Agreement dated as of June 23, 2022 or the initial closing of the 364-Day Revolving Credit Agreement on June 23, 2022, as applicable, such commitment at the closing of such amendment or at such initial closing) (such aggregate amount, the “Aggregate Existing Commitments”), plus (B) [Redacted] of such Extending Lender’s (or its affiliates’) aggregate 2026 Commitments under the Credit Agreement on the Amendment Effective Date, 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
4
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 executed 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]
5
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/ David A. Webb | ||||
Name: David A. Webb | |||||
Title: Vice President, Treasurer | |||||
[Signature Page to Fifth 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 VAN DYKE INVESTMENT FUND, INC. | |||||
| By: | /s/ David A. Webb | ||||
Name: David A. Webb | |||||
Title: Authorized Representative | |||||
[Signature Page to Fifth Amendment]
JPMORGAN CHASE BANK, N.A., as Administrative Agent | |||||
| By: | /s/ Robert P. Kellas | ||||
Name: Robert P. Kellas | |||||
Title: Executive Director | |||||
[Signature Page to Fifth Amendment]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lead Sustainability Structuring Agent | |||||
| By: | /s/ Jill Wong | ||||
Name: Jill Wong | |||||
Title: Director | |||||
| By: | /s/ Gordon Yip | ||||
Name: Gordon Yip | |||||
Title: Director | |||||
[Signature Page to Fifth Amendment]
J.P. MORGAN SECURITIES LLC, as Co-Sustainability Structuring Agent | |||||
| By: | /s/ Sam Mason | ||||
Name: Sam Mason | |||||
Title: Executive Director | |||||
[Signature Page to Fifth Amendment]
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., Goldman Sachs Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets1, Societe Generale, Sumitomo Mitsui Banking Corporation, Wells 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., Goldman Sachs Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets, Societe Generale, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, National Association,
as Co-Syndication Agents
Credit Agricole Corporate and Investment Bank
as Lead Sustainability Structuring Agent
J.P. Morgan 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.
1
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.”
2
(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
3
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) Davis Polk & Wardwell 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
4
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.
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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.
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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/ David A. Webb | ||||
Name: David A. Webb | |||||
Title: Vice President, Treasurer | |||||
[Signature Page to Second Amendment]
FORD MOTOR CREDIT COMPANY LLC | |||||
| By: | /s/ Jason C. Behnke | ||||
Name: Jason C. Behnke | |||||
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 VAN DYKE INVESTMENT FUND, INC. | |||||
| By: | /s/ David A. Webb | ||||
Name: David A. Webb | |||||
Title: Authorized Representative | |||||
[Signature Page to Second Amendment]
JPMORGAN CHASE BANK, N.A., as Administrative Agent | |||||
| By: | /s/ Robert P. Kellas | ||||
Name: Robert P. Kellas | |||||
Title: Executive Director | |||||
[Signature Page to Second Amendment]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lead Sustainability Structuring Agent | |||||
| By: | /s/ Jill Wong | ||||
Name: Jill Wong | |||||
Title: Director | |||||
| By: | /s/ Gordon Yip | ||||
Name: Gordon Yip | |||||
Title: Director | |||||
[Signature Page to Second Amendment]
J.P. MORGAN SECURITIES LLC, as Co-Sustainability Structuring Agent | |||||
| By: | /s/ Sam Mason | ||||
Name: Sam Mason | |||||
Title: Executive Director | |||||
[Signature Page to Second Amendment]