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Form 8-K FORD MOTOR CO For: Jun 23

June 23, 2022 4:49 PM EDT

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NINETEENTH 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

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,
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,
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.

    


NINETEENTH AMENDMENT, dated as of June 23, 2022 (this “Amendment Agreement”) to the Credit Agreement 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 (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 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 2024 Revolving Commitments and 2026 Revolving Commitments, (ii) extend, to June 23, 2025, the maturity of their existing (or increased or decreased) 2024 Revolving Commitments and (iii) extend, to June 23, 2027, the maturity of their existing (or increased or decreased) 2026 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.
(a)Effective as of the Amendment Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated in the same manner as the following example: stricken text) and to add the double-underlined text (indicated in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto.
(b)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 2024 Revolving Commitments and 2026 Revolving Commitments, (B) extend the Revolving Termination Date in respect of their existing (or increased or decreased) 2024

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Revolving Commitments (with respect to the 2024 Revolving Commitments so extended, each an “Extending 2024 Revolving Lender”) to June 23, 2025 and (C) extend the Revolving Termination Date in respect of their existing (or increased or decreased) 2026 Revolving Commitments (with respect to the 2026 Revolving Commitments so extended, each an “Extending 2026 Revolving Lender”, collectively with the Extending 2024 Revolving Lenders, the “Extending Lenders”) to June 23, 2027. 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.
(c)Schedule 1.1G (Pricing Grid) to the Existing Credit Agreement is hereby amended and restated in its entirety with Schedule 1.1G (Pricing Grid) hereto.
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 2024 Revolving Commitments and the 2026 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
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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 and the Credit 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 Extending Lenders (which, collectively, constitute all Revolving Lenders under the Existing Credit Agreement), the Administrative Agent, the Brazilian Administrative Agent, the RMB Administrative Agent, each Issuing Lender and each Swingline Lender.
(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 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 2024 Revolving Lender, a fee in an amount equal to the sum of (A) [Redacted] of such Extending 2024 Revolving Lender’s (or its affiliates’) aggregate 2025 Revolving Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the 2025 Revolving Commitments of such Extending 2024 Revolving Lender, together with any 2027 Revolving Commitments and the “2025 Commitments” under and as defined in the Supplemental RCF Credit Agreement, in each case, immediately after the Amendment Effective Date (such aggregate amount, the “Aggregate New Commitments”) exceed the sum of the existing 2024 Commitments, 2026 Commitments and the “2024 Commitments” under and as defined in the Supplemental RCF Credit Agreement (such aggregate amount, the “Aggregate Existing Commitments”) of such Extending 2024 Revolving Lender, in each case, immediately prior to the Amendment Effective Date (or if such commitment has been reduced since the closing of the Eighteenth Amendment to the Existing Credit Agreement dated as of September 29, 2021 or the Third Amendment to the Supplemental RCF Credit Agreement dated as of September 29, 2021, as applicable, such commitment at the closing of such amendment), plus (B) [Redacted] of such Extending 2024 Revolving Lender’s (or its affiliates’) aggregate 2025 Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the Aggregate New Commitments of such Extending 2024 Revolving Lender are less than or equal to the Aggregate Existing Commitments of such Extending 2024 Revolving Lender; and
(ii)each Extending 2026 Revolving Lender, a fee in an amount equal to the sum of (A) [Redacted] of such Extending 2026 Revolving Lender’s (or its affiliates’) aggregate 2027 Revolving Commitments under the Credit Agreement on
4
    


the Amendment Effective Date, but only to the extent the Aggregate New Commitments of such Extending 2026 Revolving Lender exceed the Aggregate Existing Commitments of such Extending 2026 Revolving Lender plus (B) [Redacted] of such Extending 2026 Revolving Lender’s (or its affiliates’) aggregate 2027 Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the Aggregate New Commitments of such Extending 2026 Revolving Lender are less than or equal to the Aggregate Existing Commitments of such Extending 2026 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.
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.
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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.
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



    



FORD MOTOR CREDIT COMPANY LLC
By:/s/ Jason C. Behnke
Name:    Jason C. Behnke
Title:    Vice President-Assistant Treasurer

    



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



    


FORD EUROPEAN HOLDINGS LLC
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 SMART MOBILITY LLC


By:/s/ David A. Webb
Name:    David A. Webb
Title:    Authorized Representative


    




JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:/s/ Robert P. Kellas
Name:    Robert P. Kellas
Title:    Executive Director


    



JPMORGAN CHASE BANK, NA., acting through its Hong Kong Branch,
as RMB Administrative Agent
By:/s/ Devika Prasad
Name:    Devika Prasad
Title:    Vice President
    


JPMORGAN CHASE BANK, NA., acting through its Hong Kong Branch,
as RMB Administrative Agent
By:/s/ Robert P. Kellas
Name:    Robert P. Kellas
Title:    Executive Director



    


BANCO BRADESCO S.A.,
as Brazilian Administrative Agent
By:/s/ Roberto E. Schwartz
Name:    Roberto E. Schwartz
Title:    Dep. General Manager


By:/s/ Amir da Silva
Name:    Amir da Silva
Title:    Operations Manager
    


ANNEX I
AMENDMENTS TO CREDIT AGREEMENT
[See attached.]
    





FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
among
FORD MOTOR COMPANY,
The Subsidiary Borrowers from Time to Time Parties Hereto,
The Several Lenders from Time to Time Parties Hereto,
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,
as Amended and Restated as of April 30, 2014,
as Amended and Restated as of April 30, 2015 and
as Amended and Restated as of September 29, 2021


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 AgAG, New York Branch, Credit Agricole Corporate Aand Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Lloyds Bank Corporate Markets Pplc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets2, Societe Generale, Sumitomo Mitsui Banking Corporation,
as Bookrunners and Lead Arrangers
Banco Bradesco S.A., Bank Ofof America, N.A., Barclays Bank PLC, BNP Paribas, Citibank, N.A., Commerzbank AG, New York Branch, Credit Agricole Corporate Aand Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Lloyds Bank Corporate Markets PLCplc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets, Societe Generale, Sumitomo Mitsui Banking Corporation,
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

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

TABLE OF CONTENTS

        Page
SECTION 1. DEFINITIONS    65
1.1    Defined Terms    65
1.2    Other Definitional Provisions    54
1.3    Conversion of Foreign Currencies    5554
1.4    Divisions.    55
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS    5655
2.1    [Reserved.]    5655
2.2    Reduction or Increase of Revolving Commitments    5655
2.3    [Reserved.]    5655
2.4    Domestic Revolving Commitments    5655
2.5    Procedure for Domestic Revolving Loan Borrowing    5756
2.6    Multicurrency Revolving Commitments    5756
2.7    Procedure for Multicurrency Revolving Loan Borrowing    5857
2.8    Canadian Revolving Commitments    5857
2.9    Procedure for Canadian Revolving Loan Borrowing    5958
2.10    Procedure for Canadian Acceptances    59
2.11    Swingline Commitment    64
2.12    Procedure for Swingline Borrowing; Refunding of Swingline Loans    6564
2.13    New or Successor Swingline Lender; Swingline Commitments    6766
2.14    Competitive Bid Procedure    6867
2.15    Facility Fees, etc    6968
2.16    Termination, Reduction or Reallocation of Revolving Commitments    7069
2.17    Optional Prepayments    7473
2.18    Mandatory Prepayments    7574
2.19    Conversion and Continuation Options    7675
2.20    Limitations on Eurocurrency and CNHHIBOR Tranches    7776
2.21    Interest Rates and Payment Dates    7776
2.22    Computation of Interest and Fees    7877
2.23    Inability to Determine Interest Rate; Illegality    7978
2.24    Pro Rata Treatment and Payments; Evidence of Debt    8382
2.25    Requirements of Law    85
2.26    Taxes    8786
2.27    Indemnity    9089
2.28    Change of Applicable Lending Office    9089
2.29    Replacement/Termination of Lenders    90
2.30    New Local Facilities    9291
2.31    [Reserved.]    92
2.32    Incremental Revolving Commitments/Facilities    92
2.33    Revolving Termination Date Extension    9493
2.34    Brazilian Revolving Commitments    9594
2.35    Brazilian Reporting    9594
2.36    RMB Revolving Commitments    9594
2.37    Procedure for RMB Revolving Loan Borrowing    9695
2.38    Conversion of RMB Revolving Commitments    9796
2.39    Sustainability Adjustments    9897
SECTION 3. LETTERS OF CREDIT    10099
3.1    L/C Commitment    10099
3.2    Procedure for Issuance of Letter of Credit    10099
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TABLE OF CONTENTS

Page
3.3    Fees and Other Charges    1010
3.4    L/C Participations    1010
3.5    Reimbursement Obligation of the Company    1021
3.6    Obligations Absolute    1032
3.7    Letter of Credit Payments    1032
3.8    Applications    1032
3.9    Existing Letters of Credit    1032
3.10    Collateral    103
3.11    New Issuing Lenders; L/C Commitments    1043
SECTION 4. REPRESENTATIONS AND WARRANTIES    1043
4.1    Financial Condition    1043
4.2    No Change    1054
4.3    Existence    1054
4.4    Power; Authorization; Enforceable Obligations    1054
4.5    No Legal Bar    1054
4.6    Litigation    1054
4.7    No Default    105
4.8    [Reserved.]    105
4.9    Intellectual Property    105
4.10    Federal Regulations    1065
4.11    ERISA    1065
4.12    Investment Company Act; Other Regulations    1065
4.13    Initial Subsidiary Guarantors    1065
4.14    Sanctions    1065
4.15    Environmental Laws    1065
SECTION 5. CONDITIONS PRECEDENT    106
5.1    [Reserved.]    106
5.2    Conditions to Each Extension of Credit    106
SECTION 6. AFFIRMATIVE COVENANTS    1087
6.1    Company Financial Statements    1087
6.2    Sustainability Reporting    1087
6.3    Compliance Certificates    108
6.4    Maintenance of Business; Existence    1098
6.5    Maintenance of Property; Insurance    1098
6.6    Notices    1098
6.7    New Guarantee    1098
SECTION 7. NEGATIVE COVENANTS    110109
7.1    [Reserved.]    110109
7.2    Available Liquidity    110109
7.3    Liens.    110109
7.4    [Reserved.]    110109
7.5    Asset Sale Restrictions    110109
7.6    [Reserved.]    1110
7.7    Fundamental Changes    1110
7.8    Negative Pledge    1110
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TABLE OF CONTENTS

Page
7.9    Sales and Leasebacks    1121
SECTION 8. EVENTS OF DEFAULT    112
SECTION 9. THE AGENTS    1154
9.1    Appointment    1154
9.2    Delegation of Duties    1154
9.3    Exculpatory Provisions    1154
9.4    Reliance by Applicable Agents    115
9.5    Notice of Default    1165
9.6    Non-Reliance on Agents and Other Lenders    1165
9.7    Indemnification    1176
9.8    Agent in Its Individual Capacity    1176
9.9    Successor Agent    1176
9.10    Bookrunners, Lead Arrangers, Documentation Agents and Syndication Agents    1187
9.11    Certain ERISA Matters    1187
9.12    Payments.    1198
SECTION 10. MISCELLANEOUS    120
10.1    Amendments and Waivers    120
10.2    Notices    1232
10.3    No Waiver; Cumulative Remedies    1265
10.4    Survival of Representations and Warranties    1265
10.5    Payment of Expenses and Taxes    1265
10.6    Successors and Assigns; Participations and Assignments    1287
10.7    Adjustments; Set-off; Revolver Allocation    1310
10.8    Counterparts    1321
10.9    Severability    1332
10.10    Integration    1332
10.11    GOVERNING LAW    1332
10.12    Submission to Jurisdiction; Waivers    1332
10.13    Judgment    1332
10.14    Acknowledgements    1343
10.15    Releases of Guarantees    1343
10.16    Confidentiality    1354
10.17    WAIVERS OF JURY TRIAL    1354
10.18    USA Patriot Act    1354
10.19    Acknowledgement and Consent to Bail-In of Affected Financial Institutions    1354

iii

SCHEDULES:
1.1A    Commitments
1.1D    Initial Subsidiary Guarantors
1.1F    Principal Trade Names
1.1G    Pricing Grid
3.93.9    Existing Letters of Credit
6.2    Sustainability Performance Thresholds
EXHIBITS:
C    Form of Guarantee
G    Form of Discount Note
H    Form of Drawing Notice
I    Form of Competitive Bid Request
J    Form of Competitive Bid
K    Form of Competitive Bid Accept/Reject Letter
L    Form of Incremental Revolving Loan Activation Notice
O    Form of Assignment and Assumption
R    Form of Joinder Agreement
S-1    Form of Addendum (Revolver)
T    Form of Compliance Certificate
U-2    Form of Revolving Note
V    Form of New Guarantee Agreement
W    Form of Master Brazilian Revolving Facilities Agreement
X    Form of Sustainability Pricing Certificate

iv

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 15, 2006 and amended and restated as of November 24, 2009, as of April 30, 2014 and as of April 30, 2015 and as further amended and restated as of September 29, 2021, among FORD MOTOR COMPANY, a Delaware corporation (the “Company”), the Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
The parties hereto hereby agree as follows:
SECTION 1.    DEFINITIONS
1.1Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.
2005 10-K”: as defined in Section 4.1.
20245 Brazilian Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Brazilian Revolving Loans in Brazilian Reais in an aggregate principal amount not to exceed the Brazilian Reais Equivalent of the amount set forth under the heading “20245 Brazilian Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The amount of each Brazilian Revolving Lender’s 20245 Brazilian Revolving Commitment shall (i) initially be equal to the Brazilian Reais Equivalent as of the second Business Day prior to the EighNineteenth Amendment Effective Date of such amount set forth on Schedule 1.1A and (ii) be adjusted as of each March 31, June 30, September 30 and December 31 thereafter (each, a “20245 Brazilian Revolving Commitment Recalculation Date”) based on the Brazilian Reais Equivalent of such amount as of the second Business Day prior to such 20245 Brazilian Revolving Commitment Recalculation Date.
20245 Brazilian Revolving Commitment Recalculation Date”: as defined in the definition of “20245 Brazilian Revolving Commitment”.
20245 Brazilian Revolving Facility”: as defined in the definition of the term “Facility”.
20245 Brazilian Revolving Lender”: each Lender that has a 20245 Brazilian Revolving Commitment or that holds 20245 Brazilian Revolving Loans.
20245 Brazilian Revolving Loans”: Brazilian Revolving Loans made pursuant to the 20245 Brazilian Revolving Commitments.
20245 Brazilian Revolving Percentage”: as to any 20245 Brazilian Revolving Lender at any time, the percentage which such Lender’s 20245 Brazilian Revolving Commitment then constitutes of the aggregate amount of 20245 Brazilian Revolving Commitments then in effect or, at any time after all of the 20245 Brazilian Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of Brazilian Revolving Extensions of Credit of such Lender under the 20245 Brazilian Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Brazilian Revolving Extensions of Credit of the 20245 Brazilian Revolving Lenders then outstanding under the 20245 Brazilian Revolving Facility.



20245 Canadian Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Canadian Revolving Loans (including Acceptance Equivalent Loans) and accept Acceptances in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “20245 Canadian Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.
20245 Canadian Revolving Facility”: as defined in the definition of the term “Facility”.
20245 Canadian Revolving Lender”: each Lender that has a 20245 Canadian Revolving Commitment or that holds 20245 Canadian Revolving Loans or Acceptances made pursuant to a 20245 Canadian Revolving Commitment.
20245 Canadian Revolving Loans”: Canadian Revolving Loans made pursuant to the 20245 Canadian Revolving Commitments.
20245 Canadian Revolving Percentage”: as to any 20245 Canadian Revolving Lender at any time, the percentage which such Lender’s 20245 Canadian Revolving Commitment then constitutes of the aggregate amount of 20245 Canadian Revolving Commitments then in effect or, at any time after all of the 20245 Canadian Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of the Canadian Revolving Extensions of Credit of such Lender under the 20245 Canadian Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Canadian Revolving Extensions of Credit of the 20245 Canadian Revolving Lenders then outstanding under the 20245 Canadian Revolving Facility.
20245 Converted RMB Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Converted RMB Revolving Loans in RMB, in an aggregate principal amount not to exceed the RMB Equivalent of the portion of the amount set forth under the heading “20245 Unconverted RMB Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof, in each case that has been converted to 20245 Converted RMB Commitments pursuant to Section 2.38. The amount of each RMB Revolving Lender’s 20245 Converted RMB Revolving Commitment shall be equal to the Dollar amount of the 20245 Unconverted RMB Revolving Commitment from which such 20245 Converted RMB Revolving Commitment was converted multiplied by the RMB Exchange Rate applicable to such conversion; provided that if more than one such conversion shall have occurred, such calculation shall be made separately for each such conversion.
20245 Converted RMB Revolving Facility”: as defined in the definition of the term “Facility”.
20245 Converted RMB Revolving Lender”: each Lender that has a 20245 Converted RMB Revolving Commitment or that holds 20245 Converted RMB Revolving Loans.
20245 Converted RMB Revolving Loans”: Converted RMB Revolving Loans made pursuant to the 20245 Converted RMB Revolving Commitments.
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20245 Converted RMB Revolving Percentage”: as to any 20245 Converted RMB Revolving Lender at any time, the percentage which such Lender’s 20245 Converted RMB Revolving Commitment then constitutes of the aggregate amount of 20245 Converted RMB Revolving Commitments then in effect or, at any time after the 20245 Converted RMB Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of Converted RMB Revolving Extensions of Credit of such Lender under the 20245 Converted RMB Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Converted RMB Revolving Extensions of Credit of the 20245 Converted RMB Revolving Lenders then outstanding under the 20245 Converted RMB Revolving Facility.
20245 Domestic Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Domestic Revolving Loans and participate in Swingline Loans in an aggregate principal amount not to exceed the amount set forth under the heading “20245 Domestic Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.
20245 Domestic Revolving Facility”: as defined in the definition of the term “Facility”.
20245 Domestic Revolving Lender”: each Lender that has a 20245 Domestic Revolving Commitment or that holds 20245 Domestic Revolving Loans.
20245 Domestic Revolving Loans”: Domestic Revolving Loans made pursuant to the 20245 Domestic Revolving Commitments.
20245 Domestic Revolving Percentage”: as to any 20245 Domestic Revolving Lender at any time, the percentage which such Lender’s 20245 Domestic Revolving Commitment then constitutes of the aggregate amount of 20245 Domestic Revolving Commitments then in effect or, at any time after the 20245 Domestic Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of Domestic Revolving Extensions of Credit of such Lender under the 20245 Domestic Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Domestic Revolving Extensions of Credit of the 20245 Domestic Revolving Lenders then outstanding under the 20245 Domestic Revolving Facility.
20245 Multicurrency Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Multicurrency Revolving Loans in an aggregate principal amount not to exceed the amount set forth under the heading “20245 Multicurrency Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.
20245 Multicurrency Revolving Facility”: as defined in the definition of the term “Facility”.
20245 Multicurrency Revolving Lender”: each Lender that has a 20245 Multicurrency Revolving Commitment or that holds 20245 Multicurrency Revolving Loans.
20245 Multicurrency Revolving Loans”: Revolving Loans made pursuant to the 20245 Multicurrency Revolving Commitments.
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20245 Multicurrency Revolving Percentage”: as to any 20245 Multicurrency Revolving Lender at any time, the percentage which such Lender’s 20245 Multicurrency Revolving Commitment then constitutes of the aggregate amount of 20245 Multicurrency Revolving Commitments then in effect or, at any time after all of the 20245 Multicurrency Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of Multicurrency Revolving Extensions of Credit of such Lender under the 20245 Multicurrency Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Multicurrency Revolving Extensions of Credit of the 20245 Multicurrency Revolving Lenders then outstanding under the 20245 Multicurrency Revolving Facility.
20245 Revolving Commitments”: the 20245 Domestic Revolving Commitments, the 20245 Canadian Revolving Commitments, the 20245 Brazilian Revolving Commitments, the 20245 RMB Revolving Commitments and the 20245 Multicurrency Revolving Commitments.
20245 Revolving Facility”: the 20245 Domestic Revolving Facility, the 20245 Canadian Revolving Facility, the 20245 Brazilian Revolving Facility, the 20245 Converted RMB Revolving Facility, the 20245 Unconverted RMB Revolving Facility or the 20245 Multicurrency Revolving Facility.
20245 Revolving Lenders”: 20245 Domestic Revolving Lenders, 20245 Canadian Revolving Lenders, 20245 Brazilian Revolving Lenders, 20245 Converted RMB Revolving Lenders, 20245 Unconverted RMB Revolving Lenders and 20245 Multicurrency Revolving Lenders.
20245 RMB Revolving Commitment”: any 20245 Converted RMB Revolving Commitment or 20245 Unconverted RMB Revolving Commitment. On the EighNineteenth Amendment Effective Date, all 20245 RMB Revolving Commitments shall be 20245 Unconverted RMB Revolving Commitments subject to conversion, in whole or in part, into 20245 Converted RMB Revolving Commitment pursuant to Section 2.38.
20245 RMB Revolving Lender”: each Lender that has a 20245 RMB Revolving Commitment or that holds 20245 RMB Revolving Loans.
20245 RMB Revolving Loans”: the 20245 Converted RMB Revolving Loans and the 20245 Unconverted RMB Revolving Loans.
20245 RMB Revolving Percentage”: as to any 20245 RMB Revolving Lender at any time, the 20245 Converted RMB Revolving Percentage of such Lender at such time or the 20245 Unconverted RMB Revolving Percentage of such Lender at such time, as applicable.
20245 Unconverted RMB Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Unconverted RMB Revolving Loans in Dollars, in an aggregate principal amount not to exceed the amount set forth under the heading “20245 Unconverted RMB Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof, including, without limitation, pursuant to Section 2.38.
20245 Unconverted RMB Revolving Facility”: as defined in the definition of the term “Facility”.
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20245 Unconverted RMB Revolving Lender”: each Lender that has a 20245 Unconverted RMB Revolving Commitment or that holds 20245 Unconverted RMB Revolving Loans.
20245 Unconverted RMB Revolving Loans”: Unconverted RMB Revolving Loans made pursuant to the 20245 Unconverted RMB Revolving Commitments.
20245 Unconverted RMB Revolving Percentage”: as to any 20245 Unconverted RMB Revolving Lender at any time, the percentage which such Lender’s 20245 Unconverted RMB Revolving Commitment then constitutes of the aggregate amount of 20245 Unconverted RMB Revolving Commitments then in effect or, at any time after the 20245 Unconverted RMB Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of Unconverted RMB Revolving Extensions of Credit of such Lender under the 20245 Unconverted RMB Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Unconverted RMB Revolving Extensions of Credit of the 20245 Unconverted RMB Revolving Lenders then outstanding under the 20245 Unconverted RMB Revolving Facility.
20267 Brazilian Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Brazilian Revolving Loans in Brazilian Reais in an aggregate principal amount not to exceed the Brazilian Reais Equivalent of the amount set forth under the heading “20267 Brazilian Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The amount of each Brazilian Revolving Lender’s 20267 Brazilian Revolving Commitment shall (i) initially, be equal to the Brazilian Reais Equivalent as of the second Business Day prior to the EighNineteenth Amendment Effective Date of such amount set forth on Schedule 1.1A and (ii) shall be adjusted as of each March 31, June 30, September 30 and December 31 thereafter (each, a “20267 Brazilian Revolving Commitment Recalculation Date”) based on the Brazilian Reais Equivalent of such amount as of the second Business Day prior to such 20267 Brazilian Revolving Commitment Recalculation Date.
20267 Brazilian Revolving Commitment Recalculation Date”: as defined in the definition of “20267 Brazilian Revolving Commitment”.
20267 Brazilian Revolving Facility”: as defined in the definition of the term “Facility”.
20267 Brazilian Revolving Lender”: each Lender that has a 20267 Brazilian Revolving Commitment or that holds 20267 Brazilian Revolving Loans.
20267 Brazilian Revolving Loans”: Brazilian Revolving Loans made pursuant to the 20267 Brazilian Revolving Commitments.
20267 Brazilian Revolving Percentage”: as to any 20267 Brazilian Revolving Lender at any time, the percentage which such Lender’s 20267 Brazilian Revolving Commitment then constitutes of the aggregate amount of 20267 Brazilian Revolving Commitments then in effect or, at any time after all of the 20267 Brazilian Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of Brazilian Revolving Extensions of Credit of such Lender under the 20267 Brazilian Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Brazilian Revolving Extensions of Credit of the 20267 Brazilian Revolving Lenders then outstanding under the 20267 Brazilian Revolving Facility.
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20267 Canadian Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Canadian Revolving Loans (including Acceptance Equivalent Loans) and accept Acceptances in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “20267 Canadian Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.
20267 Canadian Revolving Facility”: as defined in the definition of the term “Facility”.
20267 Canadian Revolving Lender”: each Lender that has a 20267 Canadian Revolving Commitment or that holds 20267 Canadian Revolving Loans or Acceptances made pursuant to a 20267 Canadian Revolving Commitment.
20267 Canadian Revolving Loans”: Canadian Revolving Loans made pursuant to the 20267 Canadian Revolving Commitments.
20267 Canadian Revolving Percentage”: as to any 20267 Canadian Revolving Lender at any time, the percentage which such Lender’s 20267 Canadian Revolving Commitment then constitutes of the aggregate amount of 20267 Canadian Revolving Commitments then in effect or, at any time after all of the 20267 Canadian Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of the Canadian Revolving Extensions of Credit of such Lender under the 20267 Canadian Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Canadian Revolving Extensions of Credit of the 20267 Canadian Revolving Lenders then outstanding under the 20267 Canadian Revolving Facility.
20267 Converted RMB Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Converted RMB Revolving Loans in RMB, in an aggregate principal amount not to exceed the RMB Equivalent of the portion of the amount set forth under the heading “20267 Unconverted RMB Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof, in each case that has been converted to 20267 Converted RMB Commitments pursuant to Section 2.38. The amount of each RMB Revolving Lender’s 20267 Converted RMB Revolving Commitment shall be equal to the Dollar amount of the 20267 Unconverted RMB Revolving Commitment from which such 20267 Converted RMB Revolving Commitment was converted multiplied by the RMB Exchange Rate applicable to such conversion; provided that if more than one such conversion shall have occurred, such calculation shall be made separately for each such conversion.
20267 Converted RMB Revolving Facility”: as defined in the definition of the term “Facility”.
20267 Converted RMB Revolving Lender”: each Lender that has a 20267 Converted RMB Revolving Commitment or that holds 20267 Converted RMB Revolving Loans.
20267 Converted RMB Revolving Loans”: Converted RMB Revolving Loans made pursuant to the 20267 Converted RMB Revolving Commitments.
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20267 Converted RMB Revolving Percentage”: as to any 20267 Converted RMB Revolving Lender at any time, the percentage which such Lender’s 20267 Converted RMB Revolving Commitment then constitutes of the aggregate amount of 20267 Converted RMB Revolving Commitments then in effect or, at any time after the 20267 Converted RMB Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of Converted RMB Revolving Extensions of Credit of such Lender under the 20267 Converted RMB Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Converted RMB Revolving Extensions of Credit of the 20267 Converted RMB Revolving Lenders then outstanding under the 20267 Converted RMB Revolving Facility.
20267 Domestic Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Domestic Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “20267 Domestic Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.
20267 Domestic Revolving Facility”: as defined in the definition of the term “Facility”.
20267 Domestic Revolving Lender”: each Lender that has a 20267 Domestic Revolving Commitment or that holds 20267 Domestic Revolving Loans.
20267 Domestic Revolving Loans”: Domestic Revolving Loans made pursuant to the 20267 Domestic Revolving Commitments.
20267 Domestic Revolving Percentage”: as to any 20267 Domestic Revolving Lender at any time, the percentage which such Lender’s 20267 Domestic Revolving Commitment then constitutes of the aggregate amount of 20267 Domestic Revolving Commitments then in effect or, at any time after the 20267 Domestic Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of Domestic Revolving Extensions of Credit of such Lender under the 20267 Domestic Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Domestic Revolving Extensions of Credit of the 20267 Domestic Revolving Lenders then outstanding under the 20267 Domestic Revolving Facility.
20267 Multicurrency Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Multicurrency Revolving Loans in an aggregate principal amount not to exceed the amount set forth under the heading “20267 Multicurrency Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.
20267 Multicurrency Revolving Facility”: as defined in the definition of the term “Facility”.
20267 Multicurrency Revolving Lender”: each Lender that has a 20267 Multicurrency Revolving Commitment or that holds 20267 Multicurrency Revolving Loans.
20267 Multicurrency Revolving Loans”: Revolving Loans made pursuant to the 20267 Multicurrency Revolving Commitments.
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20267 Multicurrency Revolving Percentage”: as to any 20267 Multicurrency Revolving Lender at any time, the percentage which such Lender’s 20267 Multicurrency Revolving Commitment then constitutes of the aggregate amount of 20267 Multicurrency Revolving Commitments then in effect or, at any time after all of the 20267 Multicurrency Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of Multicurrency Revolving Extensions of Credit of such Lender under the 20267 Multicurrency Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Multicurrency Revolving Extensions of Credit of the 20267 Multicurrency Revolving Lenders then outstanding under the 20267 Multicurrency Revolving Facility.
20267 Revolving Commitments”: the 20267 Domestic Revolving Commitments, the 20267 Canadian Revolving Commitments, the 20267 Brazilian Revolving Commitments, the 20267 RMB Revolving Commitments and the 20267 Multicurrency Revolving Commitments.
20267 Revolving Facility”: the 20267 Domestic Revolving Facility, the 20267 Canadian Revolving Facility, the 20267 Brazilian Revolving Facility, the 20267 Converted RMB Revolving Facility, the 20267 Unconverted RMB Revolving Facility or the 20267 Multicurrency Revolving Facility.
20267 Revolving Lenders”: 20267 Domestic Revolving Lenders, 20267 Canadian Revolving Lenders, 20267 Brazilian Revolving Lenders, 20267 Converted RMB Revolving Lenders, 20267 Unconverted RMB Revolving Lenders and 20267 Multicurrency Revolving Lenders.
20267 RMB Revolving Commitment”: any 20267 Converted RMB Revolving Commitment or 20267 Unconverted RMB Revolving Commitment. On the EighNineteenth Amendment Effective Date, all 20267 RMB Revolving Commitments shall be 20267 Unconverted RMB Revolving Commitments subject to conversion, in whole or in part, into 20267 Converted RMB Revolving Commitment pursuant to Section 2.38.
20267 RMB Revolving Lender”: each Lender that has a 20267 RMB Revolving Commitment or that holds 20267 RMB Revolving Loans.
20267 RMB Revolving Loans”: the 20267 Converted RMB Revolving Loans and the 20267 Unconverted RMB Revolving Loans.
20267 RMB Revolving Percentage”: as to any 20267 RMB Revolving Lender at any time, the 20267 Converted RMB Revolving Percentage of such Lender at such time or the 20267 Unconverted RMB Revolving Percentage of such Lender at such time, as applicable.
20267 Unconverted RMB Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Unconverted RMB Revolving Loans in Dollars, in an aggregate principal amount not to exceed the amount set forth under the heading “20267 Unconverted RMB Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof, including, without limitation, pursuant to Section 2.38.
20267 Unconverted RMB Revolving Facility”: as defined in the definition of the term “Facility”.
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20267 Unconverted RMB Revolving Lender”: each Lender that has a 20267 Unconverted RMB Revolving Commitment or that holds 20267 Unconverted RMB Revolving Loans.
20267 Unconverted RMB Revolving Loans”: Unconverted RMB Revolving Loans made pursuant to the 20267 Unconverted RMB Revolving Commitments.
20267 Unconverted RMB Revolving Percentage”: as to any 20267 Unconverted RMB Revolving Lender at any time, the percentage which such Lender’s 20267 Unconverted RMB Revolving Commitment then constitutes of the aggregate amount of 20267 Unconverted RMB Revolving Commitments then in effect or, at any time after the 20267 Unconverted RMB Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of Unconverted RMB Revolving Extensions of Credit of such Lender under the 20267 Unconverted RMB Revolving Facility then outstanding constitutes of the aggregate Outstanding Amount of Unconverted RMB Revolving Extensions of Credit of the 20267 Unconverted RMB Revolving Lenders then outstanding under the 20267 Unconverted RMB Revolving Facility.
“364-Day Revolving Credit Agreement”: that certain 364-Day Revolving Credit Agreement dated as of June 23, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) among the Company, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the highest of (a)(i) the Prime Rate in effect on such day or (ii) in the case of Canadian Revolving Loans denominated in Dollars, the US Base Rate (Canada) in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) Daily Simple RFR applicable to such day (taking into account any RFR floor set forth in the definition of “Daily Simple RFR” as well as the Credit Adjustment Spread) plus 1.00%. Any change in the ABR due to a change in the Prime Rate, the US Base Rate (Canada), the Federal Funds Effective Rate or the Daily Simple RFR shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the US Base Rate (Canada), the Federal Funds Effective Rate or the Daily Simple RFR, respectively.
ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.
Acceptance”: a Draft drawn by a Canadian Borrower on a Canadian Revolving Lender conforming to the requirements of Section 2.10 and accepted by such Canadian Revolving Lender in accordance with Section 2.10(c). As the context shall require, “Acceptance” shall also have the meaning ascribed to it in Section 2.10(j).
Acceptance Equivalent Loan”: an advance made under this Agreement by a Canadian Revolving Lender evidenced by a Discount Note.
Acceptance Exposure”: at any time, the Dollar Equivalent of the aggregate face amount of the outstanding Acceptances and Acceptance Equivalent Loans at such time. The Acceptance Exposure of any Canadian Revolving Lender at any time shall be its Canadian Revolving Percentage of the aggregate Acceptance Exposure at such time.
Acceptance Fee”: has the meaning assigned to such term in Section 2.10(m).
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Acceptance Obligation”: in respect of each Acceptance, the obligation of the relevant Canadian Borrower to pay to the Canadian Revolving Lender that accepted such Acceptance the face amount thereof as required by Section 2.10(e).
Addendum”: a Master Addendum, Credit Reallocation Agreement and Amendment Agreement, substantially in the form of Exhibit S-1.
Additional Subsidiary Guarantor”: each Domestic Subsidiary of the Company (other than any Excluded Subsidiary) (a) that has Consolidated Total Assets with a Net Book Value in excess of $500,000,000 and (b) with respect to which the Company or any Subsidiary Guarantor directly or indirectly owns 80% or more of the Capital Stock or Voting Stock of such Subsidiary and the remaining Capital Stock of which is not publicly held.
Administrative Agent”: JPMorgan Chase Bank, N.A., as the administrative agent for the Lenders under this Agreement and the other Loan Documents (and, with respect to the Canadian Revolving Facility, JPMorgan Chase Bank N.A., Toronto Branch), together with any of its successors.
Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affected Foreign Currency”: as defined in Section 2.23.
Agents”: the collective reference to the Collateral Trustee and the Applicable Agents.
Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the amount of such Lender’s Revolving Commitments then in effect or, if the Revolving Commitments have expired or been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.
Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
Agreement”: as defined in the preamble hereto.
Applicable Agent”: (i) with respect to Brazilian Revolving Loans, the Brazilian Administrative Agent, (ii) with respect to Converted RMB Revolving Loans, the RMB Administrative Agent, (iii) with respect to sustainability related matters, the Sustainability Structuring Agents and (iv) otherwise, the Administrative Agent.
Applicable Available Domestic Revolving Commitments”: the Available Domestic Revolving Commitments in respect of 20267 Domestic Revolving Commitments.
Applicable Brazilian Reais Conversion Rate”: the Brazilian Exchange Rate most recently used pursuant to the second sentences of the definitions of “20245 Brazilian Revolving Commitment” and “20267 Brazilian Revolving Commitment” to calculate the amounts, in Brazilian Reais, of the 20245 Brazilian Revolving Commitments and the 20267 Brazilian Revolving Commitments.
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Applicable Domestic Revolving Lenders”: the 20267 Domestic Revolving Lenders.
Applicable Lending Office”: for any Lender, with respect to the Company and each Subsidiary Borrower, such Lender’s office, branch or affiliate designated for Acceptances, Acceptance Equivalent Loans, Eurocurrency Loans, RFR Loans, ABR Loans, Canadian Base Rate Loans, CDI Loans, CNHHIBOR Loans, L/C Participations, Competitive Loans, Swingline Loans or Letters of Credit, as applicable, as notified to the Applicable Agent and the Company or as otherwise specified in the Assignment and Assumption pursuant to which such Lender became a party hereto, any of which offices may, subject to Section 2.26, be changed by such Lender upon 10 days’ prior written notice to the Administrative Agent and the Company.
Applicable Margin”: the rate per annum set forth under the relevant column heading in the Pricing Grid. For the avoidance of doubt, (i) the “Applicable Margin” for RFR Loans shall take into account any Credit Adjustment Spread set forth in the Pricing Grid and (ii) the “Applicable Margin” will be adjusted from time to time based on the Sustainability Margin Adjustment and the Bonus Sustainability Margin Adjustment, as applicable.
Applicable RMB Conversion Rate”: with respect to any Converted RMB Revolving Commitment of any Class on any date, (i) if only one conversion (or deemed conversion) of Unconverted RMB Revolving Commitments of such Class has occurred on or prior to such date, the RMB Exchange Rate applicable to such conversion and (ii) if more than one conversion (or deemed conversion) of Unconverted RMB Revolving Commitments of such Class has occurred on or prior to such date, the Weighted Average RMB Exchange Rate as of such date.
Application”: an application, in such form as an Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit.
Approved Fund”: as defined in Section 10.6(b).
Assignee”: as defined in Section 10.6(b).
Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit O.
Attributable Debt”: as to any particular lease under which any Person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent (discounted from the respective due dates thereof at the rate of 9.5% per annum) required to be paid by such person under such lease during the remaining term thereof. The net amount of rent required to be paid under any such lease for any such period shall be the total amount of the rent payable by the lessee with respect to such period, but may exclude amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.
Available Brazilian Revolving Commitment”: as to any Brazilian Revolving Lender of any Class at any time, an amount equal to (a) such Lender’s Brazilian Revolving Commitment of such Class then in effect minus (b) such Lender’s Brazilian Revolving Extensions of Credit of such Class then outstanding.
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Available Canadian Revolving Commitment”: as to any Canadian Revolving Lender of any Class at any time, an amount equal to (a) such Lender’s Canadian Revolving Commitment of such Class then in effect minus (b) such Lender’s Canadian Revolving Extensions of Credit of such Class then outstanding.
Available Converted RMB Revolving Commitment”: as to any Converted RMB Revolving Lender of any Class at any time, an amount equal to (a) such Lender’s Converted RMB Revolving Commitment of such Class then in effect minus (b) such Lender’s Converted RMB Revolving Extensions of Credit of such Class then outstanding.
Available Domestic Revolving Commitment”: as to any Domestic Revolving Lender of any Class at any time, an amount equal to (a) such Lender’s Domestic Revolving Commitment of such Class then in effect minus (b) such Lender’s Domestic Revolving Extensions of Credit of such Class then outstanding.
Available Liquidity”: as of any date of determination, the sum of (a) the Total Available Revolving Commitments (including any unused commitment under the Supplemental RCF Credit Agreement, the 364-Day Revolving Credit Agreement, any Incremental Revolving Facility or any Permitted Additional Senior Facility) plus (b) the Company’s consolidated total cash and cash equivalents and total marketable securities less FMCC’s total cash and cash equivalents and total marketable securities, in each case, as reported in the footnote to the Company’s financial statements labeled “Cash, Cash Equivalents, and Marketable Securities” set forth in the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, filed with the SEC (excluding (i) such amounts held or owned by Foreign Subsidiaries and (ii) restricted cash).
Available Multicurrency Revolving Commitment”: as to any Multicurrency Revolving Lender of any Class at any time, an amount equal to (a) such Lender’s Multicurrency Revolving Commitment of such Class then in effect minus (b) such Lender’s Multicurrency Revolving Extensions of Credit of such Class then outstanding.
Available Tenor”: as of any date of determination and with respect to the then-current Benchmark for any Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) (f) of Section 2.232.23.
Available Unconverted RMB Revolving Commitment”: as to any Unconverted RMB Revolving Lender of any Class at any time, an amount equal to (a) such Lender’s Unconverted RMB Revolving Commitment of such Class then in effect minus (b) such Lender’s Unconverted RMB Revolving Extensions of Credit of such Class then outstanding.
Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule
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and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Bankruptcy Code”: the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.
Bankruptcy Law”: each of the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.
Benchmark”: initially, with respect to any (a) RFR Loan, the relevant RFR, (b) any Eurocurrency Loan denominated in Euros, EURIBOR, (c) any Eurocurrency Loan denominated in Canadian Dollars, CDOR, (d) any Converted RMB Revolving Loan, CNHHIBOR or (e) any CDI Loan, CDI.
Benchmark Transition Event”: with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors applicable to such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the central bank for the applicable Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all tenors applicable to such Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
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Benefit Plan”: any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
Benefitted Lender”: as defined in Section 10.7(a).
Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).
Bonus Sustainability Margin Adjustment”: with respect to any calendar year, an additional negative [Redacted] will be added to the Sustainability Margin Adjustment if (a) the GHG Emissions as set forth in the Sustainability Pricing Certificate is equal to or less than the Overperformance Target for such calendar year and (b) the Renewable Electricity as set forth in the Sustainability Pricing Certificate is equal to or greater than the Overperformance Target for such calendar year and (c) the Ford Europe CO2 Tailpipe Emissions as set forth in the Sustainability Pricing Certificate is equal to or less than the Overperformance Target for such calendar year.
Borrowing Date”: any Business Day specified by the Company or any Subsidiary Borrower as a date on which the Company or such Subsidiary Borrower requests the relevant Lenders to make Loans hereunder.
Brazilian Administrative Agent”: Banco Bradesco S.A.
Brazilian Borrowing Instrument”: each Cédula de Crédito Bancário or Nota de Crédito à Exportação, issued by any Brazilian Subsidiary Borrower in favor of any Brazilian Revolving Lender pursuant to which such Brazilian Revolving Lender agrees to make Brazilian Revolving Loans.
Brazilian Commitment Reallocation Request Amount”: as defined in Section 2.16(e).
Brazilian Commitment Reallocation Response”: as defined in Section 2.16(e).
Brazilian Commitment Reallocation Response Deadline”: as defined in Section 2.16(e).
Brazilian Exchange Rate”: for any Business Day, the Brazilian Reais/Dollar commercial rate, expressed as the amount of Brazilian Reais for conversion into Dollars as reported on the next Business Day by the Central Bank of Brazil as set forth on its website (which, at the date hereof, is located at http://www.bcb.gov.br/?txcambio » “Cotações e boletins” » “Cotações de fechamento de todas as moedas em uma data” » code 220, “Cotações em Real”, Sale) (or any successor screen established by the Central Bank of Brazil) (such rate, the “Brazilian Exchange Reference Rate”) on each date as provided in the definitions of 20245 Brazilian Revolving Commitment and 20267 Brazilian Revolving Commitment. If the Brazilian Exchange Reference Rate is not available, for any reason, the average of sale closing quotations received from three leading Brazilian banks as selected by Ford Brasil in its sole discretion shall be applied. Notwithstanding the foregoing, if such rate cannot be determined, the conversion rate shall be jointly determined by Ford Brasil and the Brazilian Revolving Lenders.
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Brazilian Funding Office”: the office of the Brazilian Administrative Agent specified in Section 10.2 or such office as may be specified from time to time by the Brazilian Administrative Agent as its funding office with respect to any Brazilian Revolving Facilities by written notice to the Administrative Agent, the Company, the Brazilian Subsidiary Borrowers and the Brazilian Revolving Lenders.
Brazilian Reais”: the lawful currency of the Federative Republic of Brazil.
Brazilian Reais Equivalent”: of any amount in Dollars on any day shall be such amount in Dollars multiplied by the Brazilian Exchange Rate as of the most recent date that is either (i) the second Business Day prior to the EighNineteenth Amendment Effective Date or (ii) the second Business Day prior to the next preceding Brazilian Revolving Commitment Recalculation Date.
Brazilian Revolving Commitment”: any 20245 Brazilian Revolving Commitment or 20267 Brazilian Revolving Commitment.
Brazilian Revolving Commitment Recalculation Date”: a 20245 Brazilian Revolving Commitment Recalculation Date or a 20267 Brazilian Revolving Commitment Recalculation Date.
Brazilian Revolving Extensions of Credit”: as to any Brazilian Revolving Lender of any Class at any time, an amount equal to the aggregate principal amount of all Brazilian Revolving Loans, in Brazilian Reais, of such Class held by such Lender then outstanding.
Brazilian Revolving Facility”: as defined in the definition of the term “Facility”.
Brazilian Revolving Lender”: any 20245 Brazilian Revolving Lender or 20267 Brazilian Revolving Lender.
Brazilian Revolving Loans”: as defined in Section 2.34(a).
Brazilian Revolving Percentage”: as to any Brazilian Revolving Lender at any time, the 20245 Brazilian Revolving Percentage of such Lender at such time or the 20267 Brazilian Revolving Percentage of such Lender at such time, as applicable.
Brazilian Subsidiary Borrower”: Ford Brasil and any Subsidiary Borrower that is organized under the laws of Brazil.
Business Day”: any day other than a Saturday, Sunday or other day on which banks in New York City are permitted to close; provided, however, that when used in connection with (a) an RFR Loan, the term “Business Day” shall also exclude any day that is not an RFR Business Day, (b) a Canadian Revolving Loan denominated in Canadian Dollars, the term “Business Day” shall also exclude any day on which banks are not open for business in Toronto, Canada, (c) a Multicurrency Revolving Loan denominated in Euros, the term “Business Day” shall also exclude any day that is not a TARGET Day, (d) a Brazilian Revolving Loan, the term “Business Day” shall also exclude any day on which banks are not open for business in São Paulo in the State of São Paulo, Brazil, (e) a Converted RMB Revolving Loan or an RMB Commitment Conversion Notice, the term “Business Day” shall also exclude any day on which banks are not open for business in (i) Hong Kong, (ii) the People’s Republic of China or (iii) London and (f) any other Optional Currency, the term “Business Day” shall also exclude any day
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on which banks in the principal financial center of the country of such Optional Currency are not open for general business.
CAM Exchange”: as defined in Section 10.7.
CAM Percentage”: at any date, as to any Revolving Lender of any Class, the percentage which the aggregate Revolving Commitments of such Class of such Revolving Lender as of such date (before any termination thereof on such date) constitutes of the aggregate Revolving Commitments of such Class of all Revolving Lenders as of such date (before any termination thereof on such date).
Canadian Base Rate”: the higher of:
(a)the rate of interest publicly announced by the Administrative Agent (or any Applicable Lending Office thereof) from time to time as its reference rate then in effect for determining interest rates on Canadian Dollar denominated commercial loans made in Canada; and
(b)the CDOR Rate for a one month period, plus 0.5%.
Canadian Base Rate Loans”: Revolving Loans bearing interest at a rate determined by reference to the Canadian Base Rate.
Canadian Borrower”: any Subsidiary Borrower that is organized under the laws of Canada or any province or territory thereof.
Canadian Dollars” and “C$”: the lawful money of Canada.
Canadian Revolving Commitment”: any 20245 Canadian Revolving Commitment or 20267 Canadian Revolving Commitment.
Canadian Revolving Extensions of Credit”: as to any Canadian Revolving Lender of any Class at any time, an amount equal to the sum of (a) the aggregate principal amount of all Canadian Revolving Loans of such Class denominated in Dollars held by such Lender (or its Applicable Lending Office) then outstanding, (b) the Dollar Equivalent of the aggregate principal amount of all Canadian Revolving Loans of such Class denominated in Canadian Dollars held by such Lender (or its Applicable Lending Office) then outstanding and (c) such Lender’s Acceptance Exposure with respect to such Class.
Canadian Revolving Facility”: as defined in the definition of the term “Facility”.
Canadian Revolving Lender”: any 20245 Canadian Revolving Lender or 20267 Canadian Revolving Lender.
Canadian Revolving Loans”: as defined in Section 2.8(a).
Canadian Revolving Percentage”: as to any Canadian Revolving Lender at any time, the 20245 Canadian Revolving Percentage of such Lender at such time or the 20267 Canadian Revolving Percentage of such Lender at such time, as applicable.
Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests
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in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, excluding, for all purposes, any Indebtedness that is convertible into or exchangeable for any of the foregoing.
CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
CDI”: the daily average rate of overnight interbank deposits (the “DI - Depósitos Interfinanceiros de um dia, over extra-grupo”), expressed in the form of a percentage per annum, based upon a 252 business day year, calculated and published daily by B3 S.A. – Brasil, Bolsa, Balcão, at the website http://www.b3.com.br.
CDI Loans”: Loans the rate of interest applicable to which is based upon the CDI.
CDOR Rate”: on any day, with respect to a particular term as specified herein, the average annual rate for such term applicable to banker’s acceptances in Canadian Dollars displayed and identified as such on the Reuters screenRefinitiv Benchmark Services (UK) Limited CDOR pPage at approximately 10:00 A.M. Toronto time on such day (provided that if such rates do not appear on the Reuters screen CDORsuch page, then the CDOR Rate shall be the average of the rate quotes for banker’s acceptances denominated in Canadian Dollars with such term received by the Administrative Agent at approximately 10:00 A.M. Toronto time on such day (or, if such day is not a Business Day, on the next preceding Business Day) from two or more Schedule I Lenders).
CDOR Screen Rate”: as defined in the definition of the term “Eurocurrency Base Rate”.
Central Bank Rate” means, (a) the greater of (i) for any Loan denominated in (A) Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (B) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion (provided, that the Administrative Agent shall have generally selected such rate for similarly situated borrowers): (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, and (ii) zero; plus (b) the applicable Central Bank Rate Adjustment.
Central Bank Rate Adjustment”: for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period and (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of SONIA for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest SONIA
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applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period. For purposes of this definition, the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for a maturity of one month (or, in the event the EURIBOR Screen Rate not available for such maturity of one month, shall be based on the EURIBOR Interpolated Rate as of such time); provided that if such rate shall be less than zero, such rate shall be deemed to be zero.
Change in Tax Law”: as defined in Section 2.26.
Change of Control”: the occurrence of either (a) more than 50% of the Voting Stock of the Company being held by a Person or Persons (other than Permitted Holders) who “act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities” of the Company within the meaning of Section 13(d)(3) of the Exchange Act or (b) Continuing Directors ceasing to constitute at least a majority of the board of directors of the Company.
Chinese Renminbi”: the lawful currency of the People’s Republic of China.
Class”: as to any Revolving Commitment, whether such Revolving Commitment is a 20245 Revolving Commitment or a 20267 Revolving Commitment, as to any Revolving Extension of Credit, whether such Revolving Extension of Credit is outstanding under a 20245 Revolving Commitment or under a 20267 Revolving Commitment, as to any Revolving Facility, whether such Revolving Facility is a 20245 Revolving Facility or a 20267 Revolving Facility, as to any Revolving Loan or Swingline Loan, whether such Revolving Loan or Swingline Loan was made pursuant to a 20245 Revolving Commitment or a 20267 Revolving Commitment and as to any Revolving Lender, whether such Revolving Lender is a 20245 Revolving Lender or a 20267 Revolving Lender.
Closing Date”: December 15, 2006.
CNHHIBOR”: in relation to any Converted RMB Revolving Loan and any Interest Period relating thereto, the rate per annum equal to (a) the CNHHIBOR Screen Rate or (b) if no CNHHIBOR Screen Rate is available for an Impacted Interest Period, the Interpolated Rate; provided that if such Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
CNHHIBOR Loans”: Loans the rate of interest applicable to which is based upon CNHHIBOR.
CNHHIBOR Screen Rate”: in relation to any Converted RMB Revolving Loan and any Interest Period relating thereto, the percentage rate per annum equal to the Hong Kong interbank offered rate fixing administered by the Treasury Markets Association of Hong Kong (or any other Person who takes over the administration of that rate) for RMB for such Interest Period at approximately 11:00 A.M., Hong Kong time, two Hong Kong Business Days prior to the commencement of such Interest Period, as displayed on the Thomson Reuters Screen Page CNHHIBORFIX01 (or any replacement Thomson Reuters page which displays that rate) or, if such page is replaced or such service ceases to be available, such replacement page or service displaying such rate as the RMB Administrative Agent may select after consultation with the RMB Borrowers and the RMB Revolving Lenders (provided that the RMB Administrative Agent shall have generally selected such page for similarly situated borrowers); provided that if the
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CNHHIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
CNHHIBOR Tranche”: the collective reference to CNHHIBOR Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).
Co-Sustainability Structuring Agent”: J.P. Morgan Securities LLC, as co-sustainability structuring agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.
Code”: the Internal Revenue Code of 1986, as amended from time to time.
Collateral Trustee”: Wilmington Trust Company, in its capacity as trustee under the Collateral Trust Agreement, dated as of December 15, 2006, among the Company, the Subsidiary Guarantors party thereto and Wilmington Trust Company, and any successor thereof under such Collateral Trust Agreement and, as the context may require, any co-trustee appointed pursuant to the terms of such Collateral Trust Agreement.
Collateralized”: secured by cash collateral arrangements and/or backstop letters of credit entered into on terms and in amounts reasonably satisfactory to the relevant Issuing Lender; the terms “Collateralize” and “Collateralization” shall have correlative meanings.
Commitment”: as to any Lender, the Revolving Commitments of such Lender.
Commonly Controlled Entity”: an entity, whether or not incorporated, that is part of a group that includes the Company and that is treated as a single employer under Section 414(b) or (c) of the Code.
Competitive Bid”: an offer by a Revolving Lender to make a Competitive Loan in accordance with Section 2.14.
Competitive Bid Accept/Reject Letter”: a notification made by the Company pursuant to Section 2.14 in the form of Exhibit K.
Competitive Bid Rate”: with respect to any Competitive Bid (a) in the case of an RFR Competitive Loan, the Daily Simple RFR for Dollars plus (or minus) the Margin and (b) in the case of a Fixed Rate Loan, the fixed rate of interest per annum, in each case specified by the Lender making such Competitive Loan in its related Competitive Bid.
Competitive Bid Request”: a request made pursuant to Section 2.14 in the form of Exhibit I.
Competitive Loan”: a Loan made pursuant to Section 2.14.
Compliance Certificate”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit T.
Conduit Lender”: any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any
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Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.25, 2.26, 2.27 or 10.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.
Consolidated Net Tangible Automotive Assets”: the sum of (a) the aggregate amount of the Company’s automotive assets (less applicable reserves and other properly deductible items) after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, plus (b) the Company’s equity in the net assets of its financial services subsidiaries after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, in each case as set forth in the most recent financial statements the Company and its consolidated Subsidiaries delivered pursuant to Section 6.1 prepared in accordance with GAAP.
Consolidated Total Assets”: at any date, with respect to any Person, the amount set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet (or the equivalent) of such Person and its consolidated Subsidiaries.
Consolidated Total Automotive Assets”: at any date, the consolidated total automotive assets of the Company and its consolidated Subsidiaries as of the most recent consolidated financial statements of the Company delivered pursuant to Section 6.1.
Continuing Director”: at any date, an individual (a) who is a member of the board of directors of the Company on the Closing Date, (b) who has been elected as a member of such board of directors with a majority of the total votes of Permitted Holders that were cast in such election voted in favor of such member or (c) who has been nominated to be a member of such board of directors by a majority of the other Continuing Directors then in office.
Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Converted RMB Revolving Commitment”: any 20245 Converted RMB Revolving Commitment or 20267 Converted RMB Revolving Commitment.
Converted RMB Revolving Extensions of Credit”: as to any RMB Revolving Lender of any Class at any time, the aggregate principal amount of all Converted RMB Revolving Loans of such Class held by such Lender then outstanding.
Converted RMB Revolving Facility”: as defined in the definition of the term “Facility”.
Converted RMB Revolving Lender”: any 20245 Converted RMB Revolving Lender or 20267 Converted RMB Revolving Lender.
Converted RMB Revolving Loans”: as defined in Section 2.36(b).
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Converted RMB Revolving Percentage”: as to any Converted RMB Revolving Lender at any time, the 20245 Converted RMB Revolving Percentage of such Lender at such time or the 20267 Converted RMB Revolving Percentage of such Lender at such time, as applicable.
Currency”: Dollars, Canadian Dollars or any Optional Currency.
Daily Simple RFR” applicable to any day (an “RFR Interest Day”): an interest rate per annum equal to for any Obligations, interest, fees, commissions or other amounts denominated in (a) Dollars, the greater of (i) SOFR in effect for the day (such day “i”) that is five RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (ii) zero and (b) Pounds Sterling, the greater of (i) SONIA in effect for the day that is five RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website, and (ii) zero. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Company.
Debt”: as defined in Section 7.8.
Default”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Defaulting Lender”: at any time, a Lender (i) that has defaulted in its obligation to make Loans hereunder, (ii) that has, or the Parent Company of which has, notified the Administrative Agent or the Company, or has stated publicly, that it will not comply with any such funding obligation hereunder, (iii) that has, for three or more Business Days, failed to confirm in writing to the Company, in response to a written request of the Company after the Company has a reasonable basis to believe such Lender will not comply with its funding obligations hereunder, that it will comply with its funding obligations hereunder, (iv) with respect to which a Lender Insolvency Event has occurred and is continuing or (v) that has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action.
Discount Note”: a non-interest bearing, non-negotiable promissory note of a Canadian Borrower denominated in Canadian Dollars, issued by such Canadian Borrower to a Canadian Revolving Lender, substantially in the form of Exhibit G.
Discount Proceeds”: for any Acceptance issued hereunder, an amount calculated on the applicable date of issuance by multiplying (a) the face amount of the Acceptance by (b) the quotient obtained by dividing (i) one by (ii) the sum of one plus the product of (A) the Discount Rate applicable to the Acceptance and (B) a fraction, the numerator of which is the number of days in the term of the Acceptance and the denominator of which is 365, with the quotient being rounded up or down to the fifth decimal place and .00005 being rounded up.
Discount Rate”: with respect to any Acceptance, (a) for a Canadian Revolving Lender which is a Schedule I Lender, the CDOR Rate (for the applicable term) and (b) for other Canadian Revolving Lenders, the rate determined by the Administrative Agent as being the arithmetic average (rounded upwards to the nearest multiple of 0.01%) of the discount rates for
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the applicable term, calculated on the basis of a year of 365 days, of the Schedule II/III Reference Lenders established in accordance with their normal practices at or about 10:00 A.M. (Toronto time) on the issuance date of such Acceptance, provided that the Discount Rate of such other Lenders shall not exceed for any issue the Discount Rate established pursuant to (a) above plus 0.10% per annum.
Disposition”: with respect to any property, any sale, transfer or other disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.
Dollar Equivalent”: on any date of determination, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to an amount denominated in any other currency, the equivalent in Dollars of such amount determined by the Administrative Agent in accordance with normal banking industry practice using the Exchange Rate on the date of determination of such equivalent. In making any determination of the Dollar Equivalent (for purposes of calculating the amount of Loans to be borrowed from the respective Lenders on any date or for any other purpose), the Administrative Agent shall use the relevant Exchange Rate in effect on the date on which the Company or any Subsidiary Borrower delivers a request for Revolving Loans or on such other date upon which a Dollar Equivalent is required to be determined pursuant to the provisions of this Agreement. As appropriate, amounts specified herein as amounts in Dollars shall be or include any relevant Dollar Equivalent amount.
Dollars” and “$”: the lawful money of the United States.
Domestic Revolving Commitment”: any 20245 Domestic Revolving Commitment or 20267 Domestic Revolving Commitment.
Domestic Revolving Extensions of Credit”: as to any Domestic Revolving Lender of any Class at any time, an amount equal to the sum of (a) the aggregate principal amount of all Domestic Revolving Loans of such Class held by such Lender then outstanding, (b) (i) in the case of any 20245 Domestic Revolving Lender, zero and (ii) in the case of any 20267 Domestic Revolving Lender, such Lender’s 20267 Domestic Revolving Percentage of the L/C Obligations then outstanding and (c) such Lender’s applicable Domestic Revolving Percentage of the aggregate principal amount of Swingline Loans of such Class then outstanding.
Domestic Revolving Facility”: as defined in the definition of the term “Facility”.
Domestic Revolving Lender”: any 20245 Domestic Revolving Lender or 20267 Domestic Revolving Lender.
Domestic Revolving Loans”: as defined in Section 2.4(a).
Domestic Revolving Percentage”: as to any Domestic Revolving Lender at any time, the 20245 Domestic Revolving Percentage of such Lender at such time or the 20267 Domestic Revolving Percentage of such Lender at such time, as applicable.
Domestic Subsidiary”: any Subsidiary of the Company organized under the laws of any jurisdiction within the United States.
Domestic Subsidiary Borrower”: any Subsidiary Borrower which is a Domestic Subsidiary.
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Draft”: a depository bill issued in accordance with the Depository Bills and Notes Act (Canada) or a bill of exchange in the form used from time to time by each Canadian Revolving Lender, respectively, in connection with the creation of Acceptances in accordance with the provisions of Section 2.10 and payable in Canadian Dollars.
Drawing Notice”: as defined in Section 2.10(c).
EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eighteenth Amendment”: that certain Eighteenth Amendment dated as of the Eighteenth Amendment Effective Date among the Company, the Administrative Agent, the Brazilian Administrative Agent, the RMB Administrative Agent, the Lenders and other parties thereto.
Eighteenth Amendment Effective Date”: September 29, 2021.
Eleventh Amendment Effective Date”: April 30, 2015.
Environmental Laws”: any and all foreign, Federal, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating or imposing liability or standards of conduct concerning protection of human health, the environment or natural resources, as now or may at any time hereafter be in effect.
ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.
EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
EURIBOR Loans”: any Loan bearing interest based on EURIBOR.
EURIBOR Rate”: for any Interest Period, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”) as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on page EURIBOR01 of the Thompson Reuters screen (or any replacement Thompson Reuters page which displays that rate; in each case, the “EURIBOR Screen Rate”) at approximately 11:00 a.m., Brussels time, two Business Days prior to the commencement of such Interest Period.
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Euro” and “”: the official currency of the European Union.
Eurocurrency Base Rate”: (a) with respect to a Eurocurrency Loan denominated in Euros, the EURIBOR Rate and (b) with respect to any Eurocurrency Loan denominated in Canadian Dollars for any Interest Period, the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to timeRefinitiv Benchmark Services (UK) Limited CDOR Page (or, in the event such rates do not appear on a Reuterssuch page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion (provided, that the Administrative Agent shall have generally selected such page for similarly situated borrowers)) (in each case, the “CDOR Screen Rate”), at approximately 10:00 a.m., Toronto local time, on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m., Toronto local time, to reflect any error in the posted rate of interest or in the posted average annual rate of interest); provided that, with respect to a Eurocurrency Loan denominated in Euros or Canadian Dollars, if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided further that, with respect to a Eurocurrency Loan denominated in Euros or Canadian Dollars, if the Screen Rate shall not be available at such time for any Impacted Interest Period with respect to the applicable currency then the Eurocurrency Base Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Eurocurrency Loans”: Loans the rate of interest applicable to which is based upon the Eurocurrency Rate.
Eurocurrency Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):
Eurocurrency Base Rate
1.00 - Eurocurrency Reserve Requirements.
Eurocurrency Reserve Requirements”: a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority to which the Administrative Agent or any Lender is subject, for Eurocurrency Liabilities (as defined in Regulation D). Such reserve percentages shall include those imposed under Regulation D. Eurocurrency Loans shall be deemed to constitute Eurocurrency Liabilities and as such shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D. Eurocurrency Reserve Requirements shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
Eurocurrency Tranche”: the collective reference to Eurocurrency Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same
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date and end on the same later date (whether or not such Loans shall originally have been made on the same day).
European Fleet”: Passenger Vehicles first registered within the European Union countries subject to regulation by the European Union as well as Iceland and Norway in the corresponding calendar year.
Event of Default”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Exchange Act”: the Securities and Exchange Act of 1934, as amended.
Exchange Rate”: for any day with respect to any currency (other than Dollars, Brazilian Reais or RMB), the rate at which such currency may be exchanged into Dollars, as set forth at 11:00 A.M., London time, on such day on the applicable Reuters currency page with respect to such currency. In the event that such rate does not appear on the applicable Reuters currency page, the Exchange Rate with respect to such currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company or, in the absence of such agreement, such Exchange Rate shall instead be the spot rate of exchange of the Administrative Agent in the London Interbank market or other market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 11:00 A.M., London time, on such day for the purchase of Dollars with such currency, for delivery two Business Days later; provided, however, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.
Excluded Canadian Revolving Lender”: as defined in Section 2.16(b)2.16(b).
Excluded Subsidiary”: collectively (a) FMCC and each Subsidiary thereof, (b) Ford Motor Land Development Corporation, a Delaware corporation, and each Subsidiary thereof, (c) any Subsidiary that is prohibited by any applicable Requirement of Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) subject to Section 6.7(c), any Subsidiary that is a bona fide joint venture and (f) any Foreign Subsidiary Holding Company.
Existing Letters of Credit”: as defined in Section 3.9.
Existing Notes”: the senior unsecured notes of the Company issued pursuant to the Existing Notes Indentures.
Existing Notes Indentures”: collectively, (a) the Indenture, dated as of February 15, 1992, between the Company and The Bank of New York, as trustee, and (b) the Indenture, dated as of January 30, 2002, between the Company and The Bank of New York (as successor trustee to JPMorgan Chase Bank), as trustee.
Extending Lender”: as defined in Section 2.33.
Facility”: each of (a) (i)  the 20245 Domestic Revolving Commitments and the extensions of credit made thereunder (the “20245 Domestic Revolving Facility”) and (ii) the 20267 Domestic Revolving Commitments and the extensions of credit made thereunder (the “20267 Domestic Revolving Facility” and, together with the 20245 Domestic Revolving Facility,
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the “Domestic Revolving Facilities” and each a “Domestic Revolving Facility”), (b) (i)  the 20245 Canadian Revolving Commitments and the extensions of credit made thereunder (the “20245 Canadian Revolving Facility”) and (ii) the 20267 Canadian Revolving Commitments and the extensions of credit made thereunder (the “20267 Canadian Revolving Facility” and, together with the 20245 Canadian Revolving Facility, the “Canadian Revolving Facilities” and each a “Canadian Revolving Facility”), (c) (i) the 20245 Multicurrency Revolving Commitments and the extensions of credit made thereunder (the “20245 Multicurrency Revolving Facility”) and (ii) the 20267 Multicurrency Revolving Commitments and the extensions of credit made thereunder (the “20267 Multicurrency Revolving Facility” and, together with the 20245 Multicurrency Revolving Facility, the “Multicurrency Revolving Facilities” and each a “Multicurrency Revolving Facility”), (d) (i) the 20245 Brazilian Revolving Commitments and the extensions of credit made thereunder (the “20245 Brazilian Revolving Facility”) and (iii) the 20267 Brazilian Revolving Commitments and the extensions of credit made thereunder (the “20267 Brazilian Revolving Facility” and, together with the 20245 Brazilian Revolving Facility, the “Brazilian Revolving Facilities” and each a “Brazilian Revolving Facility”), (e) (i) (A)  the 20245 Unconverted RMB Revolving Commitments and the extensions of credit made thereunder (the “20245 Unconverted RMB Revolving Facility”) and (B) the 20267 Unconverted RMB Revolving Commitments and the extensions of credit made thereunder (the “20267 Unconverted RMB Revolving Facility” and, together with the 20245 Unconverted RMB Revolving Facility, the “Unconverted RMB Revolving Facilities” and each an “Unconverted RMB Revolving Facility”) and (ii) (A)  the 20245 Converted RMB Revolving Commitments and the extensions of credit made thereunder (the “20245 Converted RMB Revolving Facility”) and (B) the 20267 Converted RMB Revolving Commitments and the extensions of credit made thereunder (the “20267 Converted RMB Revolving Facility” and, together with the 20245 Converted RMB Revolving Facility, the “Converted RMB Revolving Facilities” and each a “Converted RMB Revolving Facility”; the Converted RMB Revolving Facilities, together with the Unconverted RMB Revolving Facilities, the “RMB Revolving Facilities” and each a “RMB Revolving Facility”), (f) any New Local Facility and (g) the Incremental Revolving Commitments (other than any Revolving Commitment Increase) and the extensions of credit thereunder as provided in any Incremental Revolving Loan Activation Notice (each, an “Incremental Revolving Facility” and, together with the Domestic Revolving Facilities, the Canadian Revolving Facilities, the Multicurrency Revolving Facilities, the Brazilian Revolving Facilities, the RMB Revolving Facilities and any New Local Facility, the “Revolving Facilities” and each a “Revolving Facility”).
Facility Fee Rate”: the rate per annum set forth under the relevant column heading in the Pricing Grid. For the avoidance of doubt, the “Facility Fee Rate” will be adjusted from time to time based on the Sustainability Facility Fee Adjustment.
FATCA”:
(a)    sections 1471 to 1474 of the Code, as of the EighNineteenth Amendment Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), or any associated regulations or other official guidance;
(b)    any applicable treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
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(c)    any applicable agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by JPMorgan Chase Bank, N.A. from three federal funds brokers of recognized standing selected by it.
Fee Payment Date”: (a) the 15th day of each March, June, September and December (or, if any such day is not a Business Day, the next succeeding Business Day) and (b) the last day of the final Fee Payment Period.
Fee Payment Period”: initially the period from and including the Closing Date to but excluding the initial Fee Payment Date, and thereafter each period commencing on and including a Fee Payment Date to but excluding the succeeding Fee Payment Date (except that the final Fee Payment Period shall end on the date on which all Revolving Commitments have terminated and the Revolving Extensions of Credit have been reduced to zero).
Fitch”: Fitch Investors Service, L.P. and its successors.
Fixed Rate Loan”: a Competitive Loan bearing interest at a fixed rate per annum specified by the Revolving Lender making such Loan in its related Competitive Bid.
FMCC”: Ford Motor Credit Company LLC, a Delaware limited liability company.
Ford Brasil”: Ford Motor Company Brasil Ltda., a limited liability company with its principal place of business in the city of São Bernardo do Campo, state of São Paulo, at Avenida do Taboão, 899, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under No. 03.470.727/0001-20.
Ford Canada”: Ford Motor Company of Canada, Limited, a company organized under the laws of Ontario.
Ford Europe CO2 Tailpipe Emissions”: the average tailpipe emissions of Ford’s European Fleet of passenger vehicles first registered in the corresponding calendar year, expressed in grams of CO2 per kilometer (g/km), and emissions data collected and calculated in alignment with the WLTP methodology for vehicle homologation.
Ford Europe CO2 Tailpipe Emissions Applicable Margin Adjustment Amount”: with respect to Ford Europe CO2 Tailpipe Emissions for any calendar year, (a) positive [Redacted] if the Ford Europe CO2 Tailpipe Emissions as set forth in the Sustainability Pricing Certificate is greater than the Neutral Threshold for such calendar year, (b) [Redacted] if the Ford Europe CO2 Tailpipe Emissions as set forth in the Sustainability Pricing Certificate is equal to or less than the Neutral Threshold and is greater than the Overperformance Target for such calendar year and (c) negative [Redacted] if the Ford Europe CO2 Tailpipe Emissions as set forth in the Sustainability Pricing Certificate is equal to or less than the Overperformance Target for such calendar year.
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Ford Europe CO2 Tailpipe Emissions Facility Fee Adjustment Amount”: with respect to Ford Europe CO2 Tailpipe Emissions for any calendar year, (a) positive [Redacted] if the Ford Europe CO2 Tailpipe Emissions as set forth in the Sustainability Pricing Certificate is greater than the Neutral Threshold for such calendar year, (b) [Redacted] if the Ford Europe CO2 Tailpipe Emissions as set forth in the Sustainability Pricing Certificate is equal to or less than the Neutral Threshold and is greater than the Overperformance Target for such calendar year and (c) negative [Redacted] if the Ford Europe CO2 Tailpipe Emissions as set forth in the Sustainability Pricing Certificate is equal to or less than the applicable Overperformance Target for such calendar year.
Foreign Subsidiary”: any Subsidiary of the Company that is not a Domestic Subsidiary.
Foreign Subsidiary Borrower”: any Subsidiary Borrower that is not a Domestic Subsidiary.
Foreign Subsidiary Holding Company”: a Subsidiary substantially all of the Net Book Value of whose assets consists of Capital Stock of Foreign Subsidiaries.
Funded Debt”: all Debt having a maturity of more than 12 months from the date of the most recent balance sheet of the Company and its consolidated Subsidiaries or having a maturity of less than 12 months but by its terms being renewable or extendible beyond 12 months from the date of such balance sheet at the option of the borrower thereof.
Funding Office”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office with respect to any Facility or Facilities by written notice to the Company and the Lenders.
GAAP”: generally accepted accounting principles in the United States as in effect from time to time. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of covenants, standards or terms in this Agreement, then the Company and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Company, the Administrative Agent and the Required Lenders, all covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.
GHG Emissions”: the sum of the Company’s and its Subsidiaries’ total (i) Scope 1 emissions and (ii) Scope 2 emissions for any calendar year at their Global Manufacturing Facilities, with all measurements, quantifications and reporting of Greenhouse Gas (GHG) Emissions completed in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (Revised Edition) (GHG Protocol) and third-party verified to a limited level of assurance in accordance with ISO 14064-3.
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GHG Emissions Applicable Facility Fee Adjustment Amount”: with respect to GHG Emissions for any calendar year, (a) positive [Redacted] if the GHG Emissions as set forth in the Sustainability Pricing Certificate is greater than the Neutral Threshold for such calendar year, (b) [Redacted] if the GHG Emissions as set forth in the Sustainability Pricing Certificate is greater than the Overperformance Target and is less than or equal to the Neutral Threshold for such calendar year and (c) negative [Redacted] if the GHG Emissions as set forth in the Sustainability Pricing Certificate is equal to or less than the Overperformance Target for such calendar year.
GHG Emissions Applicable Margin Adjustment Amount”: with respect to GHG Emissions for any calendar year, (a) positive [Redacted] if the GHG Emissions as set forth in the Sustainability Pricing Certificate is greater than the Neutral Threshold for such calendar year, (b) [Redacted] if the GHG Emissions as set forth in the Sustainability Pricing Certificate is greater than the Overperformance Target and is less than or equal to the Neutral Threshold for such calendar year and (c) negative [Redacted] if the GHG Emissions as set forth in the Sustainability Pricing Certificate is equal to or less than the Overperformance Target for such calendar year.
Global Manufacturing Facilities”: all Ford-controlled or Ford Subsidiary facilities where vehicles are assembled or vehicle components are manufactured or assembled; Global Manufacturing Facilities include Vehicle Operations (VO), which include assembly, forging, and stamping, as well as Powertrain Operations (PTO), which include engine and transmission plants.
Governmental Authority”: any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, or any federal, state or municipal court, in each case whether of the United States or foreign.
Guarantee”: the Guarantee Agreement to be executed and delivered by the Company and each Subsidiary Guarantor, substantially in the form of Exhibit C.
Guarantee Obligation”: as to any Person, any obligation of such Person guaranteeing any Indebtedness of any other Person.
Guarantee Reinstatement Date”: the first date following May 23, 2012 or any Guarantee Release Date on which the Index Debt fails to maintain at least two of the following three ratings: at least Baa3 by Moody’s, at least BBB- by Fitch and/or at least BBB- by S&P.
Guarantee Release Date”: the first date following any Guarantee Reinstatement Date on which the Index Debt has at least two of the following three ratings: at least Baa3 by Moody’s, at least BBB- by Fitch and/or at least BBB- by S&P.
Hong Kong Business Day”: any day other than a Saturday, Sunday or other day on which banks are not open for business in Hong Kong.
Impacted Interest Period”: at any time, any Interest Period for which the applicable Screen Rate is not available at such time with respect to the applicable currency.
Incremental Lender”: any Lender designated by the Company or, with the consent of the Company, the Administrative Agent and (i) in the case of a Revolving Commitment Increase with respect to the 20267 Domestic Revolving Facility, each Material Swingline Lender and Material Issuing Lender of such Class at such time and (ii) in the case of a Revolving Commitment Increase with respect to the 20245 Domestic Revolving Facility, each
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Material Swingline Lender of such Class at such time, any other bank, financial institution or other Person which becomes a signatory to an Incremental Revolving Loan Activation Notice and each Lender which has made, or acquired pursuant to an assignment made in accordance with Section 10.6, an Incremental Revolving Commitment.
Incremental Revolving Commitment”: as to each Incremental Lender, in respect of any Revolving Commitment Increase or Incremental Revolving Facility, the obligation of such Incremental Lender on and after the applicable Revolving Commitment Increase Date or Incremental Revolving Loan Closing Date to make Incremental Revolving Loans under the relevant Revolving Facility in a principal amount equal to the amount set forth under the heading “Incremental Revolving Commitment” opposite such Incremental Lender’s name on the applicable Incremental Revolving Loan Activation Notice.
Incremental Revolving Facility”: as defined in the definition of the term “Facility.”
Incremental Revolving Loan Activation Notice”: a notice substantially in the form of Exhibit L.
Incremental Revolving Loan Closing Date”: as to any Incremental Revolving Facility, the date (which shall be a Business Day) specified in the related Incremental Revolving Loan Activation Notice as the first date on which Incremental Revolving Loans will be made available thereunder.
Incremental Revolving Loan Maturity Date”: as to any Incremental Revolving Facility, the maturity date specified in the Incremental Revolving Loan Activation Notice relating thereto.
Incremental Revolving Loans”: as defined in Section 2.32(b).
Indebtedness”: of any Person at any date, all indebtedness of such Person for borrowed money.
Indemnified Liabilities”: as defined in Section 10.510.5.
Indemnitee”: as defined in Section 10.510.5.
Index Debt”: senior, unsecured, long-term Indebtedness of the Company.
Initial Subsidiary Guarantor”: each Subsidiary listed on Schedule 1.1D.
Insolvency Proceeding”: each of the following, in each case with respect to the Company or any other Loan Party or any property or Indebtedness of the Company or any other Loan Party: (a)(i) any voluntary or involuntary case or proceeding under any Bankruptcy Law or any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, (ii) any case or proceeding seeking receivership, liquidation, reorganization, winding up or other similar case or proceeding, (iii) any case or proceeding seeking arrangement, adjustment, protection, relief or composition of any debt and (iv) any case or proceeding seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official and (b) any general assignment for the benefit of creditors.
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Intellectual Property”: the collective reference to all rights, priorities and privileges with respect to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.
Interest Payment Date”: (a) as to any ABR Loan (other than any Swingline Loan) or Canadian Base Rate Loan, the 15th day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any RFR Loan (including any RFR Competitive Loan), each date that is on the numerically corresponding day in each calendar month that is one month after the making of such Loan; provided that, as to any such RFR Loan, (i) if any such date would be a day other than a Business Day, such date shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such date shall be the next preceding Business Day and (ii) the Interest Payment Date with respect to any RFR Loan that is made on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in any applicable calendar month) shall be the last Business Day of any such succeeding applicable calendar month; provided, that for purposes of this clause (b), the date of a making of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan, (c) as to any Eurocurrency Loan or CNHHIBOR Loan having an Interest Period of three months or less or any Money Market Rate Loan, the last day of such Interest Period, (d) as to any Eurocurrency Loan, or CNHHIBOR Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (e) as to any Fixed Rate Loan, the maturity date of such Loan and (f) as to any Loan (other than any Revolving Loan that is an ABR Loan but including any Swingline Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.
Interest Period”: (a) as to any Eurocurrency Loan or CNHHIBOR Loan, (i) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Loan and ending (x) as to any CNHHIBOR Loan, one, two, three or other thansix months thereafter, (y) as to any Eurocurrency Loan denominated in Canadian Dollars, one, two or three months thereafter and (z) as to any Eurocurrency Loan denominated in Euros, one, three, six (or, if agreed to by all Lenders under the relevant Facility, twelve) months thereafter, in each case as selected by the Company or relevant Subsidiary Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Loan and ending (x) as to any CNHHIBOR Loan, one, two, three or other thansix months thereafter, (y) as to any Eurocurrency Loan denominated in Canadian Dollars, one, two or three months thereafter and (z) as to any Eurocurrency Loan denominated in Euros, one, three, six (or, if agreed to by all Lenders under the relevant Facility, twelve) months thereafter, in each case as selected by the Company or relevant Subsidiary Borrower by irrevocable notice to the Administrative Agent not later than 12:00 Noon, New York City time (or with respect to a CNHHIBOR Loan, to the RMB Administrative Agent not later than 11:00 AM, Hong Kong time), on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto, (b) as to any Money Market Rate Loan, the period commencing on the date of such Money Market Rate Loan, and ending on a date agreed upon by the Company or the relevant Domestic Subsidiary Borrower and the Swingline Lender which is at least one and not more than 10 Business Days after the making of such Money Market Rate Loan and (c) with respect to a Fixed Rate Loan, the period (which shall be not less than seven days or more than
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360 days) commencing on the Borrowing Date thereof and ending on the date specified in the applicable Competitive Bid Accept/Reject Letter; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:
(A)if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Revolving Loans, the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;
(B)the Company or relevant Subsidiary Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date then in effect; and
(C)in the case of Revolving Loans, any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.
Interpolated Rate”: at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which the applicable Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.
ISO 14064-3”: Part of the ISO 14000 family of standards, which provides clarity and consistency for quantifying, monitoring, reporting and validating or verifying GHG Emissions and removals to support sustainable development through a low-carbon economy and to benefit organizations, project proponents and interested parties worldwide. ISO14064-3 specifies the principles and requirements and provides guidance for verifying and validating greenhouse gas (GHG) statements.
Issuing Lender”: each Lender or any Applicable Lending Office thereof that has an L/C Commitment, in the capacity as issuer of any Letter of Credit.
Judgment Currency”: as defined in Section 10.13.
Key Performance Indicator”: each of GHG Emissions, Renewable Electricity and Ford Europe CO2 Tailpipe Emissions.
KPI Metric”: each of Global Manufacturing GHG Emissions Inventory, Renewable Electricity Consumed Percentage and Ford Europe CO2 Tailpipe Emissions per Passenger Vehicle.
KPI Metrics Auditor”: any auditing or consulting firm designated from time to time by the Company (or any replacement auditor thereof as designated from time to time by the Company); provided, that any such KPI Metrics Auditor (a) shall be (i) an auditing firm nationally recognized in the U.S., (ii) an assurance provider nationally recognized in the U.S. or (iii) an independent consultant with experience with environmental, social and governance research and assurance services and (b) shall apply auditing standards and methodology that (i)
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are consistent with then generally accepted industry standards or (ii) if not so consistent, are proposed by the Company and notified to the Administrative Agent, the Sustainability Structuring Agents and the Lenders, so long as the Lenders constituting the Required Lenders do not object to such changes within five Business Days after written notice thereof.
KPI Metrics Report”: (a) with respect to the KPI Metrics regarding GHG Emissions and Renewable Electricity, an annual report audited by the KPI Metrics Auditor that sets forth the calculations for each KPI Metric for the applicable calendar year (except, for the avoidance of doubt, the calendar year ended December 31, 2020) which may take the form of the Company’s publicly available Integrated Sustainability and Financial Report (and any successor report thereof) on environmental, social and governance matters (“ESG Report”); provided, that if the KPI Metrics Report is not the ESG Report, all relevant and material data and information set forth in such KPI Metrics Report shall also be set forth in the ESG Report, beginning with the ESG Report covering calendar year ending December 31, 2021 and (b) with respect to the KPI Metric regarding Ford Europe CO2 Tailpipe Emissions, the manufacturer error notification from the Company or its relevant Subsidiary to the European Environmental Agency pursuant to Article 7(5) of EU Regulation 2019/631 for the applicable calendar year.
L/C Commitment”: as to any Lender (or Applicable Lending Office thereof), the obligation of such Person to issue Letters of Credit pursuant to Section 3 (including any Existing Letters of Credit issued by such Lender) in an aggregate Outstanding Amount at any time not to exceed the amount set forth under the heading “L/C Commitment” opposite such Person’s name on Schedule 1.1A, as the same may be changed from time to time pursuant to Section 3.11.
L/C Obligations”: at any time, the Dollar Equivalent of the aggregate Outstanding Amount of all Letters of Credit.
L/C Participants”: the collective reference to all the 20267 Domestic Revolving Lenders (other than any Issuing Lender).
L/C Sublimit”: $1,500,000,000; provided that, from time to time, the Company may increase the L/C Sublimit by notice to the Administrative Agent.
Lead Sustainability Structuring Agent”: Credit Agricole Corporate and Investment Bank, as lead sustainability structuring agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.
Lender Insolvency Event”: with respect to any Lender, that such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment. For the avoidance of doubt, a Lender that participates in a government support program will not be considered to be the subject of a proceeding of the types described in this definition solely by reason of its participation in such government support program.
Lenders”: as defined in the preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.
Letter of Credit”: as defined in Section 3.1(a).
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Letter of Credit Fee”: as defined in Section 3.3.
Lien”: any mortgage, pledge, lien, security interest, charge, statutory deemed trust, conditional sale or other title retention agreement or other similar encumbrance.
Loan”: any loan made by any Lender pursuant to this Agreement and the other Loan Documents (including any Acceptance).
Loan Documents”: (i) this Agreement, the Guarantee, the Notes, the Brazilian Borrowing Instruments, the Master Brazilian Facilities Agreement and each Joinder Agreement, (ii) during any New Guarantee Period, the New Guarantee and (iii) any amendment, waiver, supplement or other modification to any of the foregoing.
Loan Parties”: the Company, each Subsidiary Borrower and any New Guarantor.
Local Facility Amendment”: as defined in Section 2.30.
Majority Facility Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate amount of Revolving Commitments outstanding under such Facility (or, in the case of any Revolving Facility, at any time after all of the Revolving Commitments thereunder shall have expired or terminated, the holders of more than 50% of the aggregate amount of Revolving Extensions of Credit thereunder).
Majority Revolving Lenders”: the holders of more than 50% of the aggregate amount of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the holders of more than 50% of the Total Revolving Extensions of Credit).
Manufacturing Subsidiary”: a Subsidiary of the Company which owns or leases a Principal Domestic Manufacturing Property.
Margin”: as to any RFR Competitive Loan, the margin to be added (or subtracted) from the Daily Simple RFR for Dollars (taking into account the Credit Adjustment Spread) to determine the rate of interest applicable to such Loan, as specified in the Competitive Bid relating to such Loan.
Master Brazilian Facilities Agreement”: the Contrato de Abertura de Crédito Rotativo (Master Brazilian Revolving Facilities Agreement), dated as of the Eleventh Amendment Effective Date, as amended as of the EighNineteenth Amendment Effective Date (as further amended, supplemented or otherwise modified from time to time), among the Brazilian Subsidiary Borrowers, the Brazilian Revolving Lenders and the Brazilian Administrative Agent, substantially in the form of Exhibit W.
Material Adverse Effect”: a material adverse effect on (a) the financial condition of the Company and its Subsidiaries taken as a whole or (b) the validity and enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder or thereunder.
Material Issuing Lender”: any Issuing Lender with an L/C Commitment of $250,000,000 or more.
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Material Swingline Lender”: any Swingline Lender with a Swingline Commitment of $250,000,000 or more.
Money Market Rate”: for any day, a fixed rate per annum as agreed between any Swingline Lender and the Company pursuant to Section 2.12.
Money Market Rate Loans”: Swingline Loans the rate of interest applicable to which is based upon the Money Market Rate.
Moody’s”: Moody’s Investors Service, Inc. and its successors.
Multicurrency Revolving Commitment”: any 20245 Multicurrency Revolving Commitment or 20267 Multicurrency Revolving Commitment.
Multicurrency Revolving Extensions of Credit”: as to any Multicurrency Revolving Lender of any Class at any time, an amount equal to the Dollar Equivalent of the aggregate principal amount of all Multicurrency Revolving Loans of such Class held by such Lender then outstanding.
Multicurrency Revolving Facility”: as defined in the definition of the term “Facility”.
Multicurrency Revolving Lender”: any 20245 Multicurrency Revolving Lender or 20267 Multicurrency Revolving Lender.
Multicurrency Revolving Loans”: as defined in Section 2.6(a).
Multicurrency Revolving Percentage”: as to any Multicurrency Revolving Lender at any time, the 20245 Multicurrency Revolving Percentage of such Lender at such time or the 20267 Multicurrency Revolving Percentage of such Lender at such time, as applicable.
Net Book Value”: with respect to any asset of any Person (a) other than accounts receivable, the gross book value of such asset on the balance sheet of such Person, minus depreciation in respect of such asset on such balance sheet and (b) with respect to accounts receivable, the gross book value thereof, minus any specific reserves attributable thereto.
Neutral Threshold”: with respect to each calendar year, the number or percentage set forth in Schedule 6.2 (Sustainability Performance Thresholds) in the row labeled “Neutral Threshold” for the applicable Key Performance Indicator for the applicable calendar year.
New Guarantee”: a Guarantee Agreement to be executed and delivered by (a) each Principal Domestic Subsidiary and (b) each Initial Subsidiary Guarantor that is then a Domestic Subsidiary and not a Foreign Subsidiary Holding Company, pursuant to Section 6.7(a) upon the occurrence of a Guarantee Reinstatement Date, substantially in the form of Exhibit V.
New Guarantee Period”: a period from and including the 30th day after any Guarantee Reinstatement Date to but excluding the following Guarantee Release Date, if any.
New Guarantee Requirement Period”: a period from and including any Guarantee Reinstatement Date to but excluding the following Guarantee Release Date, if any.
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New Guarantor”: at any time, a Subsidiary that is a party to a New Guarantee at such time.
New Local Facility”: as defined in Section 2.30.
New Local Facility Lender”: as defined in Section 2.30.
“Nineteenth Amendment”: that certain Nineteenth Amendment dated as of the Nineteenth Amendment Effective Date among the Company, the Administrative Agent, the Brazilian Administrative Agent, the RMB Administrative Agent, the Lenders and other parties thereto.
“Nineteenth Amendment Effective Date”: June 23, 2022.
Non-Acceptance Canadian Lender”: as defined in Section 2.10(i).
Non-Excluded Taxes”: as defined in Section 2.26(a).
Non-Extending Lender”: as defined in Section 2.33.
Non-U.S. Lender”: as defined in Section 2.26(d).
Notes”: the collective reference to any promissory note evidencing Loans.
Notice of Acceleration”: either (i) a notice delivered by the Administrative Agent to the Company pursuant to clause (B) of Section 8 or (ii) the occurrence and continuation of an Event of Default under clause (A) of Section 8.
Obligations”: collectively, the unpaid principal of and interest on the Loans, Acceptance Obligations and Reimbursement Obligations and all other obligations and liabilities of the Company or any Subsidiary Borrowers (including, without limitation, interest accruing at the then applicable rate provided in this Agreement after the maturity of the Loans and Reimbursement Obligations and Post-Petition Interest) to any Applicable Agent, any Lender or any Issuing Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Loan Documents, any Letter of Credit, banker’s acceptance or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, prepayment premiums, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent, the Brazilian Administrative Agent, the RMB Administrative Agent, the Lenders or the Issuing Lenders that are required to be paid by the Company or any of the Subsidiary Borrowers pursuant to the terms of any of the foregoing agreements).
OFAC”: as defined in Section 4.144.14.
Optional Currency”: at any time, Euro, Pounds Sterling and such other currencies which are freely convertible into Dollars and are freely traded and available in the London interbank eurocurrency market with the consent of the Administrative Agent and the Majority Facility Lenders under the Multicurrency Revolving Facility of the applicable Class (or, in the case of Letters of Credit, the applicable Issuing Lender).
Original Currency”: as defined in Section 10.13.
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Other Taxes”: any and all present or future stamp or documentary taxes and any other excise or property, intangible or mortgage recording taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
Outstanding Amount”: (a) with respect to Indebtedness, the aggregate outstanding principal amount thereof, (b) with respect to banker’s acceptances, letters of credit or letters of guarantee, the aggregate undrawn, unexpired face amount thereof plus the aggregate unreimbursed drawn amount thereof, (c) with respect to hedging obligations, the aggregate amount recorded by the Company or any Subsidiary as its termination liability thereunder, (d) with respect to cash management obligations or guarantees, the aggregate maximum amount thereof (i) that the relevant cash management provider is entitled to assert as such as agreed from time to time by the Company or any Subsidiary and such provider or (ii) the principal amount of the Indebtedness being guaranteed or, if less, the maximum amount of such guarantee set forth in the relevant guarantee and (e) with respect to any other obligations, the aggregate outstanding amount thereof.
Overperformance Target”: with respect to each calendar year, the number or percentage set forth in Schedule 6.2 (Sustainability Performance Thresholds) in the row labeled “Overperformance Target” for the applicable Key Performance Indicator for the applicable calendar year.
Parent Company”: with respect to a Lender, the bank holding company (as defined in Regulation Y of the Board), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.
Participant”: as defined in Section 10.6(c).
Participant Register”: as defined in Section 10.6(c).
Participating Member States” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
Passenger Vehicles”:
(i)    1.1. Category M Motor vehicles designed and constructed primarily for the carriage of persons and their luggage, as defined pursuant to EU Directive 2007/46/EC.
(ii)    1.1.1. Category M1 Motor vehicles with at least four wheels designed and constructed for the carriage of passengers that are part of category M, comprising not more than eight seating positions in addition to the driver’s seating position, as defined in Annex II to EU Directive 2007/46/EC.
Payment”: as defined in Section 9.129.12.
Payment Notice”: as defined in Section 9.129.12.
PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).
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Permitted Additional Senior Facilities”: additional revolving credit facilities of (or guaranteed by) the Company and any Indebtedness incurred (or other extensions of credit made) thereunder satisfying the conditions set forth in Section 2.32 with respect to the establishment of an Incremental Revolving Facility; provided that (a) a certificate of a Responsible Officer of the Company is delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the establishment of such facility, together with a description of the material terms and conditions thereof or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement and such terms and conditions shall be deemed to satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (b) such facility is established pursuant to a separate agreement or instrument with the lenders thereof.
Permitted Holders”: holders of the Company’s Class B Stock on the Closing Date and other holders of such Capital Stock from time to time; provided that such holders satisfy the qualifications set forth in clauses (i) through (vii) of subsection 2.2 of Article Fourth of the Company’s Restated Certificate of Incorporation as in effect on the Closing Date.
Permitted Liens”:
(a)Liens for taxes, assessments, governmental charges and utility charges, in each case that are not yet subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Company in conformity with GAAP;
(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business;
(c)permits, servitudes, licenses, easements, rights-of-way, restrictions and other similar encumbrances imposed by applicable law or incurred in the ordinary course of business or minor imperfections in title to real property that do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries taken as a whole;
(d)leases, licenses, subleases or sublicenses of assets (including, without limitation, real property and intellectual property rights) granted to others that do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries taken as a whole and licenses of trademarks and intellectual property rights in the ordinary course of business;
(e)pledges or deposits made in the ordinary course of business or statutory Liens imposed in connection with worker’s compensation, unemployment insurance or other types of social security or pension benefits or Liens incurred or pledges or deposits made to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money), statutory obligations, and surety, appeal, customs or performance bonds and similar obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;
(f)Liens arising from UCC financing statement filings (or similar filings) regarding or otherwise arising under leases entered into by the Company or any of its Subsidiaries or in connection with sales of accounts, payment intangibles, chattel paper or instruments;
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(g)purchase money Liens on property (other than shares of Capital Stock or Indebtedness) existing at the time of acquisition (including acquisition through amalgamation, merger or consolidation) or to secure the payment of any part of the purchase price thereof or to secure any Indebtedness incurred prior to, at the time of, or within 60 days after, the acquisition of such property for the purpose of financing all or any part of the purchase price thereof or to secure Indebtedness provided, or guaranteed, by a Governmental Authority to finance research and development, limited in each case to the property purchased (or developed) with the proceeds thereof;
(h)Liens in existence on the Closing Date; provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased (except as otherwise permitted by this Agreement);
(i)Liens on property or Capital Stock of a Person at the time such Person becomes a Subsidiary; provided however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided further, however, that any such Lien may not extend to any other property owned by the Company or any Subsidiary;
(j)Liens on property at the time the Company or a Subsidiary acquires the property, including any acquisition by means of a merger or consolidation with or into the Company or any Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Subsidiary;
(k)any Lien securing the renewal, refinancing, replacing, refunding, amendment, extension or modification, as a whole or in part, of any indebtedness secured by any Lien permitted by clause (g)(g), (h)(h), (i)(i), (j)(j), (o) (o) and (x) (x) of this definition or this paragraph (k) (k) without any change in the assets subject to such Lien
(l)any Lien arising out of claims under a judgment or award rendered or claim filed so long as such judgments, awards or claims do not constitute an Event of Default;
(m)any Lien consisting of rights reserved to or vested in any Governmental Authority by any statutory provision;
(n)Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts held at such banks or financial institutions or over investment property held in a securities account, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts or securities accounts in the ordinary course of business;
(o)[Reserved];
(p)[Reserved];
(q)Liens in favor of lessors pursuant to sale and leaseback transactions to the extent the Disposition of the assets subject to any such sale and leaseback transaction is permitted under this Agreement;
(r)Liens securing Indebtedness or other obligations of a Subsidiary owing to the Company or a Subsidiary Guarantor;
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(s)Liens under industrial revenue, municipal or similar bonds;
(t)Liens on securities accounts (other than Liens to secure Indebtedness);
(u)statutory Liens incurred or pledges or deposits made in favor of a Governmental Authority to secure the performance of obligations of the Company or any of its Subsidiaries under Environmental Laws to which any assets of the Company or any such Subsidiaries are subject;
(v)a Lien granted by the Company or any of its Subsidiaries to a landlord to secure the payment of arrears of rent in respect of leased properties in the Province of Quebec leased from such landlord, provided that such Lien is limited to the assets located at or about such leased properties;
(w)servicing agreements, development agreements, site plan agreements and other agreements with Governmental Authorities pertaining to the use or development of any of the property and assets of the Company consisting of real property, provided same are complied with; and
(x)Liens not otherwise permitted by the foregoing clauses securing obligations or other liabilities of the Company or any Subsidiary Guarantor; provided that the Outstanding Amount of all such obligations and liabilities shall not exceed, at any time, the lesser of (x) $4,000,000,000 and (y) 7.5% of Consolidated Net Tangible Automotive Assets at such time.
Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.
Plan”: at a particular time, any employee pension benefit plan (other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA) that is subject to the provisions of Title IV of ERISA or Section 412 of the Code and in respect of which the Company or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
Plan Asset Regulations”: 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.
Post-Petition Interest”: all interest (or entitlement to fees or expenses or other charges) accruing or that would have accrued after the commencement of any Insolvency Proceeding, irrespective of whether a claim for post-filing or petition interest (or entitlement to fees or expenses or other charges) is allowed in any such Insolvency Proceeding.
Pounds Sterling” and “£: the lawful money of the United Kingdom.
Pricing Grid”: as set forth on Schedule 1.1G.
Prime Rate”: the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of credit to borrowers).
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Principal Domestic Manufacturing Property”: any plant in the United States owned or leased by the Company or any Subsidiary of the Company, the gross book value (without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 0.5% of Consolidated Net Automotive Tangible Assets and more than 75% of the total production measured by value (as determined by any two of the following: the Chairman of the Board of the Company, its President, any Executive Vice President of the Company, any Group Vice President of the Company, any Vice President of the Company, its Treasurer or its Controller) of which in the last fiscal year prior to said date (or such lesser period prior thereto as the plant shall have been in operation) consisted of one or more of the following: cars or trucks or related parts and accessories or materials for any of the foregoing. In the case of a plant not yet in operation or of a plant newly converted to the production of a different item or items, the total production of such plant and the composition of such production for purposes of this definition shall be deemed to be the Company’s best estimate (determined as aforesaid) of what the actual total production of such plant and the composition of such production will be in the 12 months following the date as of which the determination is being made.
Principal Domestic Subsidiary”: a Domestic Subsidiary of the Company (other than any Excluded Subsidiary) (a) that has Consolidated Total Assets with a Net Book Value in excess of $500,000,000 as of the most recent audited annual financial statements delivered pursuant to Section 6.1 and (b) with respect to which the Company directly or indirectly owns 80% or more of the Capital Stock or Voting Stock of such Domestic Subsidiary and the remaining Capital Stock of which is not publicly held.
Principal Trade Names”: each of the trademarks listed under the heading “Principal Trade Names” on Schedule 1.1F and all other Trademarks consisting of or containing any of the trademarks listed under the heading “Principal Trade Names” on Schedule 1.1F or any variation or simulation thereof.
“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Refunded Swingline Loans”: as defined in Section 2.12.
Register”: as defined in Section 10.6(b).
Regulation U”: Regulation U of the Board as in effect from time to time.
Regulatory Change”: with respect to each calendar year and in relation to any Key Performance Indicator, a policy change, on which the Company and its Subsidiaries has no recourse or ability to act upon, which the Company and the Lead Sustainability Structuring Agent reasonably agree materially affects, whether positively and / or negatively, the Company’s ability to meet one or more of the KPI Metrics.
Reimbursement Date”: as defined in Section 3.5
Reimbursement Obligation”: the obligation of the Company or the relevant Subsidiary Borrower to reimburse an Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.
Renewable Electricity”: shall be equal to (a) the sum of the Global Manufacturing Facilities’ Renewable Electricity Consumed (kWh) for a specific calendar year
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divided by (b) the sum of the Global Manufacturing Facilities’ total electricity consumed (kWh) for the same calendar year.
Renewable Electricity Applicable Margin Adjustment Amount”: with respect to Renewable Electricity for any calendar year, (a) positive [Redacted] if the Renewable Electricity as set forth in the Sustainability Pricing Certificate is less than the Neutral Threshold for such calendar year, (b) [Redacted] if the Renewable Electricity as set forth in the Sustainability Pricing Certificate is equal to or greater than the Neutral Threshold and is less than the Overperformance Target for such calendar year and (c) negative [Redacted] if the Renewable Electricity as set forth in the Sustainability Pricing Certificate is equal to or greater than the Overperformance Target for such calendar year.
Renewable Electricity Consumed”: locally or regionally sourced renewable electricity – including, but not limited to, wind, solar or hydro power (and others as agreed from time to time with the Sustainability Structuring Agents) – consumed by Global Manufacturing Facilities, either directly or through the local distribution utility and expressed in kilowatt hours (kWh).
Renewable Electricity Facility Fee Adjustment Amount”: with respect to Renewable Electricity for any calendar year, (a) positive [Redacted] if the Renewable Electricity as set forth in the Sustainability Pricing Certificate is less than the Neutral Threshold for such calendar year, (b) [Redacted] if the Renewable Electricity as set forth in the Sustainability Pricing Certificate is equal to or greater than the Neutral Threshold and is less than the Overperformance Target for such calendar year and (c) negative [Redacted] if the Renewable Electricity as set forth in the Sustainability Pricing Certificate is equal to or greater than the applicable Overperformance Target for such calendar year.
Required Lenders”: at any time, Lenders with Aggregate Exposures constituting a majority of the Aggregate Exposures of all Lenders.
Requirements of Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court of competent jurisdiction or other Governmental Authority, in each case applicable to and binding upon such Person and any of its property, and to which such Person and any of its property is subject.
Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Responsible Officer”: the chief executive officer, president, chief accounting officer, chief financial officer, treasurer, assistant treasurer or, for purposes of Section 6.6 only, the secretary of the Company and for purposes of the Sustainability Pricing Certificate, the Vice President, Sustainability Environment and Safety Engineering.
Revolving Commitment Increase”: as defined in Section 2.32.
Revolving Commitment Increase Date”: as to any Revolving Commitment Increase, the date (which shall be a Business Day) specified in the related Incremental Revolving Loan Activation Notice as the date on such Revolving Commitment Increase shall be effective.
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Revolving Commitment Period”: with respect to the Commitments of any Class, the period from and including the Closing Date to the Revolving Termination Date applicable to such Class.
Revolving Commitments”: the Domestic Revolving Commitments, the Canadian Revolving Commitments, the Brazilian Revolving Commitments, the Unconverted RMB Revolving Commitments, the Converted RMB Revolving Commitments and the Multicurrency Revolving Commitments. To the extent any Incremental Revolving Facility or New Local Facility is established, the “Revolving Commitments” shall, to the extent appropriate, include commitments under such Facilities.
Revolving Extensions of Credit”: the Domestic Revolving Extensions of Credit under each Class of Domestic Revolving Commitments, the Canadian Revolving Extensions of Credit under each Class of Canadian Revolving Commitments, the Brazilian Revolving Extensions of Credit under each Class of Brazilian Revolving Commitments, the Unconverted RMB Revolving Extensions of Credit under each Class of Unconverted RMB Revolving Commitments, the Converted RMB Revolving Extensions of Credit under each Class of Converted RMB Revolving Commitments and the Multicurrency Revolving Extensions of Credit under each Class of Multicurrency Revolving Commitments. To the extent any Incremental Revolving Facility or New Local Facility is established, “Revolving Extensions of Credit” shall, to the extent appropriate, include the Outstanding Amount of any extensions of credit under such Facilities.
Revolving Facility”: as defined in the definition of the term “Facility”.
Revolving Lenders”: Domestic Revolving Lenders, Canadian Revolving Lenders, Brazilian Revolving Lenders, Unconverted RMB Revolving Lenders, Converted RMB Revolving Lenders and Multicurrency Revolving Lenders. To the extent any Incremental Revolving Facility or New Local Facility is established, “Revolving Lenders” shall, to the extent appropriate, include any Lender under such Facilities.
Revolving Loans”: Domestic Revolving Loans, Canadian Revolving Loans, Brazilian Revolving Loans, Unconverted RMB Revolving Loans, Converted RMB Revolving Loans and Multicurrency Revolving Loans. To the extent any Incremental Revolving Facility or New Local Facility is established, “Revolving Loans” shall, to the extent appropriate, include Loans made under such Facilities.
Revolving Note”: as defined in Section 2.24(i).
Revolving Obligations”: as defined in Section 10.7.
Revolving Percentage”: as to any Lender in respect of any Revolving Facility, the applicable Domestic Revolving Percentage of such Lender, the applicable Canadian Revolving Percentage of such Lender, the applicable Brazilian Revolving Percentage of such Lender, the applicable Unconverted RMB Revolving Percentage of such Lender, the applicable Converted RMB Revolving Percentage of such Lender or the applicable Multicurrency Revolving Percentage of such Lender. To the extent any Incremental Revolving Facility or New Local Facility is established, the “Revolving Percentage” of any Lender in respect of such Facility shall be determined on a comparable basis.
Revolving Termination Date”: as to any Lender, (i) with respect to 20245 Revolving Commitments, initially September 29June 23, 20245 and (ii) with respect to 20267
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Revolving Commitments, initially September 29June 23, 20267, in each case as such date for such Lender may be extended from time to time pursuant to Section 2.332.33.
RFR” means, for any Obligations, interest, fees, commissions or other amounts denominated in (a) Dollars, SOFR and (b) Pounds Sterling, SONIA.
RFR Administrator” means the SOFR Administrator or the SONIA Administrator, as applicable.
RFR Business Day” means, for any Obligations, interest, fees, commissions or other amounts denominated in (a) Dollars, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities or (b) Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.
RFR Competitive Loan”: any Competitive Loan bearing interest at a rate determined by reference to SOFR.
RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.
RFR Loan” means a Loan that bears interest at a rate based on Daily Simple RFR.
RMB”: Chinese Renminbi made available solely outside of the People’s Republic of China.
RMB Administrative Agent”: JPMorgan Chase Bank, N.A. acting through its Hong Kong Branch, a national banking association organized under the laws of United States of America with limited liability.
RMB Borrowers”: the Company, FMCC and any Subsidiary Borrower under the RMB Revolving Facilities.
RMB Commitment Conversion”: as defined in Section 2.38.
RMB Commitment Conversion Date”: any date (which date shall be a Business Day) on which the Company elects, in its sole discretion, to make an RMB Commitment Conversion; provided that each RMB Commitment Conversion Date shall be at least 15 days after the related RMB Commitment Conversion Notice Date.
RMB Commitment Conversion Notice”: any written notice in a form reasonably satisfactory to the RMB Administrative Agent, the Administrative Agent and the Company, delivered by the Company to the RMB Administrative Agent and the Administrative Agent indicating the Company’s election to convert all or a portion of the outstanding Unconverted RMB Revolving Commitments to Converted RMB Revolving Commitments.
RMB Commitment Conversion Notice Date”: any date (which date shall be a Business Day) on which the Company delivers an RMB Commitment Conversion Notice to the Administrative Agent and the RMB Administrative Agent.
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RMB Commitment Reallocation Request Amount”: as defined in Section 2.16(d).
RMB Commitment Reallocation Response”: as defined in Section 2.16(d).
RMB Commitment Reallocation Response Deadline”: as defined in Section 2.16(d).
RMB Equivalent”: of any amount in Dollars on any day shall be such amount in Dollars multiplied by the RMB Exchange Rate applicable to the related conversion.
RMB Exchange Rate”: for any Business Day with respect to RMB, the rate at which Dollars may be exchanged into RMB, as set forth at 11:00 A.M., Hong Kong time, on such Business Day on the applicable Bloomberg currency page with respect to RMB. In the event that such rate does not appear on the applicable Bloomberg currency page, the Exchange Rate with respect to RMB shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the RMB Administrative Agent and the Company or, in the absence of such agreement, such Exchange Rate shall instead be the spot rate of exchange of the RMB Administrative Agent in the Hong Kong Interbank market or other market where its foreign currency exchange operations in respect of RMB are then being conducted, at or about 11:00 A.M., Hong Kong time, on such Business Day for the purchase of Dollars with RMB, for delivery two Business Days later; provided, however, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the RMB Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.
RMB Funding Office”: the office of the RMB Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the RMB Administrative Agent as its funding office with respect to any Converted RMB Revolving Facility or Facilities by written notice to the Administrative Agent, the RMB Borrowers and the RMB Revolving Lenders.
RMB Revolving Commitment”: any Unconverted RMB Revolving Commitment or Converted RMB Revolving Commitment.
RMB Revolving Extensions of Credit”: the Converted RMB Revolving Extensions of Credit and Unconverted RMB Revolving Extensions of Credit.
RMB Revolving Facility”: as defined in the definition of the term “Facility”.
RMB Revolving Lender”: any 20245 RMB Revolving Lender or 20267 RMB Revolving Lender.
RMB Revolving Loans”: the Unconverted RMB Revolving Loans and the Converted RMB Revolving Loans.
S&P”: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors.
Sale and Leaseback Transaction”: as defined in Section 7.9.
Sanctioned Country”: as defined in Section 4.144.14.
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Schedule I Lender”: Canadian Revolving Lenders that are banks named in Schedule I to the Bank Act (Canada).
Schedules II/III Reference Lenders”: Canadian Revolving Lenders that are banks named in Schedule II or Schedule III to the Bank Act (Canada), and to be agreed between the Company and the Administrative Agent.
Scope 1 Emissions”: Greenhouse gas emissions from stationary and mobile sources owned or controlled by the Company or its Subsidiaries and located at Global Manufacturing Facilities, represented in million metric tons CO2e, and measured, quantified and reported in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (Revised Edition) (“GHG Protocol”) and third-party verified to a limited level of assurance in accordance with ISO 14064-3.
Scope 2 Emissions”: Greenhouse gas emissions from the generation of electricity, heating, cooling and steam that is used, but not generated, at the Global Manufacturing Facilities, represented in million metric tons CO2e, and measured, quantified and reported in accordance with the GHG Protocol and third-party verified to a limited level of assurance in accordance with ISO 14064-3.
Screen Rate”: with respect to any period, the EURIBOR Screen Rate, the CNHHIBOR Screen Rate or the CDOR Screen Rate, as applicable.
SDN List”: as defined in Section 4.144.14.
SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.
SELIC Rate”: as defined in Section 2.23(a)2.23(a).
Significant Guarantor”: on any date of determination, each Subsidiary Guarantor (a) whose total assets at the last day of the four fiscal quarters ending on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 were equal to or greater than 10% of the sum of (i) the Consolidated Total Automotive Assets at such date plus (ii) the equity value of the Capital Stock of FMCC owned, directly or indirectly, by the Company as reflected in the most recent financial statements of FMCC filed with the SEC or (b) for the purpose of any particular representation, covenant or default in this Agreement, that, when combined with each other Subsidiary Guarantor that has breached such representation or covenant or is the subject of such default, would constitute a Significant Guarantor under the foregoing clause (a).
Significant New Guarantor”: on any date of determination, each New Guarantor (a) whose total assets at the last day of the four fiscal quarters ending on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 were equal to or greater than 10% of the sum of (i) the Consolidated Total Automotive Assets at such date plus (ii) the equity value of the Capital Stock of FMCC owned, directly or indirectly, by the Company as reflected in the most recent financial statements of FMCC filed with the SEC or (b) for the purpose of any particular representation, covenant or default in this Agreement, that, when combined with each other New Guarantor that has breached such representation or covenant or is the subject of such default, would constitute a Significant New Guarantor under the foregoing clause (a).
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SOFR”: with respect to any RFR Business Day, a rate per annum equal to the Secured Overnight Financing Rate published on the SOFR Administrator’s Website applicable to such RFR Business Day.
SOFR Administrator”: the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate designated as such by the Federal Reserve Bank of New York).
SOFR Administrator’s Website”: the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the Secured Overnight Financing Rate identified as such by the SOFR Administrator from time to time.
SONIA”: with respect to any RFR Business Day, a rate per annum equal to the Sterling Overnight Index Average applicable to such RFR Business Day.
SONIA Administrator”: the Bank of England (or any successor administrator of the Sterling Overnight Index Average designated as such by the Bank of England).
SONIA Administrator’s Website”: the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
Specified Currency Loan”: each Revolving Loan denominated in any currency that is not a “Standard Specified Currency” as defined in the 2003 ISDA Credit Derivatives Definitions published by the International Swaps and Derivatives Association, Inc.
Subsidiary”: with respect to any Person, any corporation, association, joint venture, partnership, limited liability company or other business entity (whether now existing or hereafter organized) of which at least a majority of the Voting Stock is, at the time as of which any determination is being made, owned or controlled by such Person or one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.
Subsidiary Borrower”: any Subsidiary that becomes a party hereto pursuant to Section 10.1(d) until such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 10.1(d). As of the EighNineteenth Amendment Effective Date, the following entities were Subsidiary Borrowers: Ford Motor Credit Company LLC and Ford Motor Company Brasil Ltda.
Subsidiary Guarantor”: each Initial Subsidiary Guarantor, each Additional Subsidiary Guarantor, each New Guarantor and each other Subsidiary (including any joint venture), in each case, that becomes a party to the New Guarantee after the Closing Date pursuant to Section 6.7 or otherwise.
Sustainability Adjustment Date”: the date that is five Business Days following receipt from the Administrative Agent of the Sustainability Pricing Certificate in accordance with Section 6.2 6.2 for the applicable calendar year or October 31 of the calendar year immediately following the applicable calendar year if the Company fails to or elects not to deliver a Sustainability Pricing Certificate for such applicable calendar year subject to further adjustments for late delivery as contemplated by Section 6.26.2.
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Sustainability Applicable Rate Adjustment”: at any date, the applicable rate per annum determined in accordance with the Sustainability Margin Adjustment and Sustainability Facility Fee Adjustment.
Sustainability Facility Fee Adjustment”: with respect to any calendar year, an amount (whether positive, negative or zero), equal to the sum of (a) GHG Emissions Facility Fee Adjustment Amount, plus (b) Renewable Electricity Facility Fee Adjustment Amount, plus (c) Ford Europe CO2 Tailpipe Emissions Facility Fee Adjustment Amount, in each case for such calendar year.
Sustainability Margin Adjustment”: with respect to any calendar year, an amount (whether positive, negative or zero), equal to the sum of (a) GHG Emissions Applicable Margin Adjustment Amount, plus (b) the Renewable Electricity Applicable Margin Adjustment Amount, plus (c) Ford Europe CO2 Tailpipe Emissions Applicable Margin Adjustment Amount, in each case for such calendar year.
Sustainability Performance Thresholds”: the Overperformance Targets and the Neutral Thresholds, in each case, as specified in Schedule 6.2.
Sustainability Pricing Certificate”: a certificate signed by a duly elected Responsible Officer of the Company that is delivered by the Company to the Lead Sustainability Structuring Agent and the Administrative Agent pursuant to Section 6.2 6.2 substantially in the form of Exhibit X (or such other form as is acceptable to the Company, the Lead Sustainability Structuring Agent and the Administrative Agent) attaching (a) true and correct copies of the KPI Metrics Report for the immediately preceding calendar year and setting forth each of the Sustainability Facility Fee Adjustment and the Sustainability Margin Adjustment and (b) a review report of the KPI Metrics Auditor confirming that the KPI Metrics Auditor is not aware of any material modifications that should be made to such computations in order for them to be presented in all material respects in conformity with the applicable reporting criteria.
Sustainability Structuring Agents”: a collective reference to the Lead Sustainability Structuring Agent and the Co-Sustainability Structuring Agent.
Supplemental RCF Credit Agreement”: that certain Revolving Credit Agreement dated as of April 23, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) among the Company, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Swingline Commitment”: as to any Lender, the obligation of such Lender (or its Applicable Lending Office) to make Swingline Loans pursuant to Section 2.11 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth under the heading “Swingline Commitment” opposite such Lenders name on Schedule 1.1A, as the same may be changed from time to time pursuant to Section 2.13.
Swingline Lender”: each Lender that has a Swingline Commitment, in its capacity as the lender of Swingline Loans.
Swingline Loans”: as defined in Section 2.11.
Swingline Participation Amount”: as defined in Section 2.12.
Swingline Sublimit”: $2,000,000,000.
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Syndication Agents”: as listed on the cover hereto.
TARGET Day”: any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in Euro.
Taxes”: any taxes, charges or assessments, including but not limited to income, sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar tax, charges or assessments.
Third Quarter 2006 10-Q”: as defined in Section 4.14.1.
Total 20245 Revolving Commitments”: at any time, the aggregate Revolving Commitments outstanding under the 20245 Revolving Facilities then in effect.
Total 20245 Revolving Extensions of Credit”: at any time, the aggregate Revolving Extensions of Credit outstanding under the 20245 Revolving Facilities at such time.
Total 20267 Revolving Commitments”: at any time, the aggregate Revolving Commitments outstanding under the 20267 Revolving Facilities then in effect.
Total 20267 Revolving Extensions of Credit”: at any time, the aggregate Revolving Extensions of Credit outstanding under the 20267 Revolving Facilities at such time.
Total Available Revolving Commitments”: at any time, an amount equal to the excess, if any, of (a) the Total Revolving Commitments then in effect, over (b) the Total Revolving Extensions of Credit then outstanding.
Total Canadian Revolving Commitments”: at any time, the aggregate amount of the Canadian Revolving Commitments then in effect.
Total Canadian Revolving Extensions of Credit”: at any time, the aggregate Outstanding Amount of the Canadian Revolving Extensions of Credit of the Canadian Revolving Lenders at such time.
Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect.
Total Revolving Extensions of Credit”: at any time, the aggregate Outstanding Amount of (a) the Revolving Extensions of Credit of the Revolving Lenders at such time plus (b) Competitive Loans at such time.
Trademark”: trademarks, trade names, business names, trade styles, service marks, logos and other source or business identifiers, and in each case, all goodwill associated therewith, and all registrations and recordations thereof and all rights to obtain such renewals and extensions.
Transferee”: any Assignee or Participant.
Type”: (a) as to any Revolving Loan (other than a Brazilian Revolving Loan or a Converted RMB Revolving Loan) or Acceptance, its nature as an ABR Loan, a Eurocurrency
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Loan or an RFR Loan (or, in the case of any Acceptance or Canadian Revolving Loan made in Canadian Dollars, a Canadian Base Rate Loan, Acceptance or Acceptance Equivalent Loan), (b) as to any Competitive Loan, its nature as an RFR Competitive Loan or a Fixed Rate Loan and (c) as to any Swingline Loan, its nature as a Money Market Loan or an ABR Loan.
UCC”: the Uniform Commercial Code.
UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
Unconverted RMB Revolving Commitment”: any 20245 Unconverted RMB Revolving Commitment or 20267 Unconverted RMB Revolving Commitment.
Unconverted RMB Revolving Extensions of Credit”: as to any RMB Revolving Lender of any Class at any time, the aggregate principal amount of all Unconverted RMB Revolving Loans of such Class held by such Lender then outstanding.
Unconverted RMB Revolving Facility”: as defined in the definition of the term “Facility”.
Unconverted RMB Revolving Lender”: any 20245 Unconverted RMB Revolving Lender or 20267 Unconverted RMB Revolving Lender.
Unconverted RMB Revolving Loans”: as defined in Section 2.36(a).
Unconverted RMB Revolving Percentage”: as to any Unconverted RMB Revolving Lender at any time, the 20245 Unconverted RMB Revolving Percentage of such Lender at such time or the 20267 Unconverted RMB Revolving Percentage of such Lender at such time, as applicable.
United States” or “U.S.”: the United States of America.
US Base Rate (Canada)”: the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., Toronto Branch as its reference rate in effect at its principal office in Toronto, Canada for determining rates applicable to Dollar denominated commercial loans in Canada (the US Base Rate (Canada) not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A., Toronto Branch in connection with extensions of credit to borrowers).
USA Patriot Act”: as defined in Section 10.1810.18.
Voting Stock”: with respect to any Person, such Person’s Capital Stock having the right to vote for election of directors (or the equivalent thereof) of such Person under ordinary circumstances.
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Weighted Average RMB Exchange Rate”: on any Business Day with respect to any Class of Converted RMB Revolving Commitments, a fraction, the numerator of which is the aggregate amount, in RMB, of the Converted RMB Revolving Commitments of such Class resulting from all conversions (and deemed conversions) of Unconverted RMB Revolving Commitments of such Class to Converted RMB Revolving Commitments of such Class on or prior to such Business Day and the denominator of which is the aggregate amount in Dollars of all Unconverted RMB Revolving Commitments of such Class so converted (or deemed converted) to Converted RMB Revolving Commitment of such Class on or prior to such Business Day.
WLTP”: the World Harmonized Light Duty Vehicles Test Procedure Standardized methodology for the homologation of fuel consumption and CO2 emissions from passenger vehicles in Europe, adopted as part of Commission Regulation (EU) 2017/1151 as of June 1, 2017.
Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
1.2Other Definitional Provisions. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.
    As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time and references to any Person shall include its successors and assigns.
(c)The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole (including the Schedules and Exhibits hereto) and not to any particular provision of this Agreement (or the Schedules and Exhibits hereto), and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.
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(d)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
1.3Conversion of Foreign Currencies.
(a)The Administrative Agent shall determine the Dollar Equivalent of any amount as required hereby, and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Administrative Agent.
(b)For purposes of determining compliance with Section 7.3 or 7.8, with respect to any amount of Indebtedness in a currency other than Dollars, the Dollar Equivalent thereof shall be determined based on the Exchange Rate in effect at the time such Indebtedness was incurred.
(c)The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.
(d)For purposes of the definitions of “Total 20245 Revolving Commitments”, “Total 20245 Revolving Extensions of Credit”, “Total 20267 Revolving Commitments”, “Total 20267 Revolving Extensions of Credit”, “Total Revolving Commitments” and “Total Revolving Extensions of Credit” and clause (1)(z) of the proviso to Section 2.32(a), (i) the amount of Brazilian Revolving Commitments and Brazilian Revolving Loans outstanding at any time shall be deemed to be equal to the amount, in Dollars, into which the amounts thereof in Brazilian Reais would be converted using the then applicable Applicable Brazilian Reais Conversion Rate and (ii) the amounts of Converted RMB Revolving Commitments and Converted RMB Revolving Loans outstanding at any time shall be deemed to be equal to the amount, in Dollars, into which the amounts thereof in RMB would be converted into Dollars at the applicable Applicable RMB Conversion Rate.
1.4Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time.
SECTION 2.    AMOUNT AND TERMS OF COMMITMENTS
2.1[Reserved.]
2.2Reduction or Increase of Revolving Commitments. The Revolving Commitments under each Revolving Facility as in effect immediately prior to the EighNineteenth Amendment Effective Date shall remain in effect until the EighNineteenth Amendment Effective Date. Immediately following the EighNineteenth Amendment Effective Date, the Revolving Commitments set forth in Schedule 1.1A under the heading “Following the EighNineteenth Amendment” shall take effect, and all Revolving Extensions of Credit by Lenders with 20245 Revolving Commitments shall
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automatically become Revolving Extensions of Credit under the corresponding 20245 Revolving Facilities and all Revolving Extensions of Credit by Lenders with 20267 Revolving Commitments shall automatically become Revolving Extensions of Credit under the corresponding 20267 Revolving Facilities.
(b)[Reserved.]
(c)[Reserved.]
2.3[Reserved.]
2.4Domestic Revolving Commitments. Subject to the terms and conditions hereof, each Domestic Revolving Lender of any Class severally agrees to make revolving credit loans (“Domestic Revolving Loans”) of such Class in Dollars to the Company or any Domestic Subsidiary Borrower from time to time during the Revolving Commitment Period applicable to such Class; provided that, after giving effect to such borrowing and the use of proceeds thereof, (i) such Lender’s Domestic Revolving Extensions of Credit of the applicable Class (other than, in the case of any Swingline Lender of such Class, Domestic Revolving Extensions of Credit under clause (c) of the definition thereof in respect of Swingline Loans of such Class of such Swingline Lender), together with the aggregate outstanding principal amount of its Swingline Loans of such Class, do not exceed the amount of such Lender’s Domestic Revolving Commitments of such Class, (ii) [Reserved], (iii) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (iv) (A) the Total 20245 Revolving Extensions of Credit shall not exceed the Total 20245 Revolving Commitments then in effect and (B) the Total 20267 Revolving Extensions of Credit shall not exceed the Total 20267 Revolving Commitments then in effect. During the Revolving Commitment Period in respect of any Class the Company and any Domestic Subsidiary Borrower may use the Domestic Revolving Commitments of such Class by borrowing, prepaying the Domestic Revolving Loans of such Class in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Domestic Revolving Loans may from time to time be RFR Loans or ABR Loans, as determined by the Company or any Domestic Subsidiary Borrower and notified to the Administrative Agent in accordance with Sections 2.5 2.5 and 2.192.19.
(b)(b)The Company and any relevant Subsidiary Borrower shall repay all outstanding Domestic Revolving Loans of any Class of a Lender on the Revolving Termination Date for such Lender applicable to such Class.
2.5Procedure for Domestic Revolving Loan Borrowing. The Company and any Domestic Subsidiary Borrower may borrow under any Class of Domestic Revolving Commitments during the applicable Revolving Commitment Period on any Business Day, provided that the Company or the relevant Domestic Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date, in the case of RFR Loans, or 12:00 Noon, New York City time, on the date of the proposed borrowing, in the case of ABR Loans, specifying (i) (i) the amount, Class and Type of Domestic Revolving Loans to be borrowed and (ii) (ii) the requested Borrowing Date. If no election as to the Type of a Domestic Revolving Loan is specified in any such notice, then the requested borrowing shall be an ABR Loan. Each borrowing under the Domestic Revolving Commitments of any Class shall be in an amount equal to $50,000,000 (or, if(i) the then aggregate
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Available Domestic Revolving Commitments in respect of such Class are less thanor (ii) $50,000,000, such lesser amount) or a whole multiple of $10,000,000 in excess thereof; provided, that the Swingline Lender holding Swingline Loans of any Class may request, on behalf of the Company or any Domestic Subsidiary Borrower, borrowings under the Domestic Revolving Commitments of such Class that are ABR Loans in other amounts pursuant to Section 2.12. Upon receipt of any such notice from the Company or any Domestic Subsidiary Borrower, the Administrative Agent shall promptly notify each Domestic Revolving Lender holding Domestic Revolving Commitments of the applicable Class of such notice. Each Domestic Revolving Lender holding Domestic Revolving Commitments of the applicable Class will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Company or the relevant Subsidiary Borrower at the Funding Office prior to 2:00 P.M., New York City time, on the Borrowing Date requested by the Company or such Subsidiary Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Company or the relevant Subsidiary Borrower by the Administrative Agent crediting the account of the Company or the relevant Subsidiary Borrower on the books of such office or such other account as the Company or relevant Subsidiary Borrower may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Domestic Revolving Lenders and in like funds as received by the Administrative Agent.
2.6 Multicurrency Revolving Commitments. (a) Subject to the terms and conditions hereof, each Multicurrency Revolving Lender of any Class severally agrees to make (or cause its Applicable Lending Office to make) revolving credit loans (“Multicurrency Revolving Loans”) of such Class in Dollars or any Optional Currency to the Company or any Foreign Subsidiary Borrower (other than a Canadian Borrower) from time to time during the Revolving Commitment Period applicable to such Class; provided that, after giving effect to such borrowing and the use of proceeds thereof, (i) (i) the Dollar Equivalent of such Lender’s Multicurrency Revolving Extensions of Credit of the applicable Class do not exceed the amount of such Lender’s Multicurrency Revolving Commitments of such Class, (ii) (ii) [Reserved], (iii) (iii) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (iv) (A) (iv) (A) the Total 20245 Revolving Extensions of Credit shall not exceed the Total 20245 Revolving Commitments then in effect and (B) the Total 20267 Revolving Extensions of Credit shall not exceed the Total 20267 Revolving Commitments then in effect. During the Revolving Commitment Period in respect of any Class the Company and any relevant Foreign Subsidiary Borrower may use the Multicurrency Revolving Commitments of such Class by borrowing, prepaying the Multicurrency Revolving Loans of such Class in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Multicurrency Revolving Loans shall be Eurocurrency Loans or RFR Loans as notified to the Administrative Agent in accordance with Sections 2.7 and 2.19.
(b)The Company and any relevant Subsidiary Borrower shall repay all outstanding Multicurrency Revolving Loans of any Class of a Lender on the Revolving Termination Date for such Lender applicable to such Class.
2.7Procedure for Multicurrency Revolving Loan Borrowing. The Company and any Foreign Subsidiary Borrower (other than a Canadian Borrower) may borrow under any Class of Multicurrency Revolving Commitments during the applicable Revolving Commitment Period on any Business Day, provided that the Company or the relevant Foreign Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon, London time,
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three Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans or RFR Loans, specifying the amount, Class and Currency of Multicurrency Revolving Loans to be borrowed, the requested Borrowing Date and in the case of Eurocurrency Loans, the respective lengths of the initial Interest Period(s) therefor. If no Interest Period with respect to any Eurocurrency Loan is specified in any such notice, then the Company or the relevant Subsidiary Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Multicurrency Revolving Commitments of any Class shall be in an amount that is (i) equal to the then aggregate Available Multicurrency Revolving Commitments in respect of such Class or (ii) an integral multiple of 10,000,000 of the relevant Currency and no less than an amount which is equal to the Dollar Equivalent of $50,000,000 (or, if the then aggregate Available Multicurrency Revolving Commitments in respect of such Class are less than $50,000,000, such lesser amount). Upon receipt of any such notice from the Company or the relevant Subsidiary Borrower, the Administrative Agent shall promptly notify each Multicurrency Revolving Lender holding Multicurrency Revolving Commitments of the applicable Class of such notice. Each Multicurrency Revolving Lender holding Multicurrency Revolving Commitments of the applicable Class will make (or cause its Applicable Lending Office to make) the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Company or the relevant Subsidiary Borrower at the Funding Office prior to 2:00 P.M., London time, on the Borrowing Date requested by the Company or such Subsidiary Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Company or the relevant Subsidiary Borrower by the Administrative Agent crediting the account of the Company or the relevant Subsidiary Borrower on the books of such office or such other account as the Company or relevant Subsidiary Borrower may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Multicurrency Revolving Lenders and in like funds as received by the Administrative Agent.
2.8Canadian Revolving Commitments. (a) Subject to the terms and conditions hereof, each Canadian Revolving Lender of any Class severally agrees to make (or cause its Applicable Lending Office to make) revolving credit loans (“Canadian Revolving Loans”) of such Class in Dollars to the Company and in Dollars or Canadian Dollars to any Canadian Borrower from time to time during the Revolving Commitment Period applicable to such Class; provided that, after giving effect to such borrowing and the use of proceeds thereof, (i) (i) the Dollar Equivalent of such Lender’s Canadian Revolving Extensions of Credit of the applicable Class does not exceed the amount of such Lender’s Canadian Revolving Commitments of such Class, (ii) (ii) [Reserved], (iii) (iii) the Total Canadian Revolving Extensions of Credit shall not exceed the Total Canadian Revolving Commitments then in effect, (iv) (iv) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (v) (A) (v) (A) the Total 20245 Revolving Extensions of Credit shall not exceed the Total 20245 Revolving Commitments then in effect and (B) the Total 20267 Revolving Extensions of Credit shall not exceed the Total 20267 Revolving Commitments then in effect. During the Revolving Commitment Period in respect of any Class the Company and any Canadian Borrower may use the Canadian Revolving Commitments of such Class by borrowing, prepaying the Canadian Revolving Loans of such Class in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Canadian Revolving Loans shall be Eurocurrency Loans or ABR Loans (if denominated in Dollars) or Canadian Base Rate Loans (if denominated in Canadian Dollars) or any combination thereof as notified to the Administrative Agent in accordance with Sections 2.9 and 2.19.
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(b)(b)The Company and any relevant Subsidiary Borrower shall repay all outstanding Canadian Revolving Loans of any Class of a Lender on the Revolving Termination Date for such Lender applicable to such Class.
2.9Procedure for Canadian Revolving Loan Borrowing. The Company and any Canadian Borrower may borrow under any Class of Canadian Revolving Commitments during the applicable Revolving Commitment Period on any Business Day; provided that the Company or the relevant Canadian Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or 12:00 Noon, New York City Time, on the date of the proposed borrowing, in the case of ABR Loans or Canadian Base Rate Loans, specifying (i) (i) the amount, Class, Type and Currency of Canadian Revolving Loans to be borrowed, (ii) (ii) the requested Borrowing Date, and (iii) (iii) in the case of Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. If no election as to the Type of a Canadian Revolving Loan denominated in Dollars is specified in any such notice, then the requested borrowing shall be an ABR Loan. If no Interest Period with respect to any Eurocurrency Loan is specified in any such notice, then the Company or the relevant Canadian Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Canadian Revolving Commitments of any Class in Dollars shall be in an amount equal to $50,000,000 or a whole multiple thereof (or, if(i) the then aggregate Available Canadian Revolving Commitments in respect of such Class are less thanor (ii) $50,000,000, such lesser amount) or a whole multiple thereof. Each borrowing under the Canadian Revolving Commitments of any Class in Canadian Dollars shall be in an amount equal to C$25,000,000 (or, if(i) the then aggregate Available Canadian Revolving Commitments in respect of such Class are less thanor (ii) C$25,000,000, such lesser amount) or a whole multiple of C$5,000,000 in excess thereof. Upon receipt of any such notice from the Company or any Canadian Borrower, the Administrative Agent shall promptly notify each Canadian Revolving Lender holding Canadian Revolving Commitments of the applicable Class of such notice. Each Canadian Revolving Lender holding Canadian Revolving Commitments of the applicable Class will make (or cause its Applicable Lending Office to make) the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Company or the relevant Canadian Borrower at the Funding Office prior to 2:00 P.M., New York City time, on the Borrowing Date requested by the Company or such Canadian Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Company or the relevant Canadian Borrower by the Administrative Agent crediting the account of the Company or the relevant Canadian Borrower on the books of such office or such other account as the Company or relevant Canadian Borrower may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Canadian Revolving Lenders and in like funds as received by the Administrative Agent.
2.10Procedure for Canadian Acceptances. (a) Acceptance Commitment. Subject to the terms and conditions hereof, each Canadian Revolving Lender of any Class severally agrees that each Canadian Borrower may issue, under such Class of Canadian Revolving Commitments, Acceptances denominated in Canadian Dollars, in minimum denominations of C$25,000,000 and in whole multiples of C$5,000,000 in excess thereof (or, if the then aggregate Available Canadian Revolving Commitments in respect of such Class are less than C$25,000,000, such lesser amount), each in accordance with the provisions of this Section 2.10 from time to time until the
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Revolving Termination Date applicable to such Class; provided, that after giving effect to the issuance of such Acceptance and the use of proceeds thereof, (i) (i) the Available Canadian Revolving Commitment of the applicable Class of any Canadian Revolving Lender of such Class shall not be less than zero, (ii) (ii) the Total Canadian Revolving Extensions of Credit shall not exceed the Total Canadian Revolving Commitments then in effect, (iii)  (iii) [Reserved], (iv) (iv) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (v) (A) (v) (A) the Total 20245 Revolving Extensions of Credit shall not exceed the Total 20245 Revolving Commitments then in effect and (B) the Total 20267 Revolving Extensions of Credit shall not exceed the Total 20267 Revolving Commitments then in effect; provided, further, that at all times the outstanding aggregate face amount of all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Lender under the applicable Canadian Revolving Facility shall equal its applicable Canadian Revolving Percentage of the outstanding face amount of all Acceptances made by the Applicable Lending Offices of all Canadian Revolving Lenders of such Class. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the Outstanding Amount of a Canadian Revolving Lender’s Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Acceptance Obligation has been prepaid by a Canadian Borrower and received by the Canadian Revolving Lender that created the same in accordance with the terms of this Agreement shall not be included.
(b)Terms of Acceptance. Each Draft shall be accepted by the Applicable Lending Office of a Canadian Revolving Lender, upon the written request of a Canadian Borrower given in accordance with paragraph (c) of this Section 2.10, by the completion and acceptance by such Applicable Lending Office of a Draft (i) (i) payable in Canadian Dollars, drawn by a Canadian Borrower on the Applicable Lending Office in accordance with this Agreement, to the order of the Applicable Lending Office and (ii) (ii) maturing prior to the Revolving Termination Date in respect of the applicable Class on a Business Day not less than one month nor more than six months after the date of such Draft (and in periods of one month, two months, three months or, if available, six months, as selected by a Canadian Borrower), excluding days of grace, all as specified in a Drawing Notice to be delivered under paragraph (c) (c) of this Section 2.10. Notwithstanding anything to the contrary in this Agreement, all requests for issuances of Acceptances and all selections of periods and maturity dates of Acceptances shall be made pursuant to such elections so that no more than 10 different Acceptance maturity dates shall be outstanding at any one time.
(c)Drawing Notice and Discount of Acceptances. (i) With respect to each requested acceptance of Drafts, a Canadian Borrower shall give the Administrative Agent a notice of drawing (each, a “Drawing Notice”), substantially in the form of Exhibit H (which shall be irrevocable and may be by telephone confirmed in writing within one Business Day) to be received prior to 10:00 A.M., Toronto time, at least two Business Days prior to the date of the requested acceptance, specifying:
(A)the date on which such Drafts are to be accepted;
(B)the Class of Canadian Revolving Commitments under which such Draft has been requested;
(C)the aggregate face amount of such Drafts;
(D)the maturity date of such Acceptances; and
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(E)whether the Canadian Revolving Lenders of the applicable Class must purchase or arrange for the purchase of the Acceptances.
(ii)Upon receipt of a Drawing Notice, the Administrative Agent shall promptly notify each Applicable Lending Office of a Canadian Revolving Lender of the applicable Class of the contents thereof and of such Canadian Revolving Lender’s ratable share of the Acceptances requested thereunder. The aggregate face amount of the Drafts to be accepted by Applicable Lending Office of a Canadian Revolving Lender shall be determined by the Administrative Agent by reference to the respective Canadian Revolving Commitments of the Canadian Revolving Lenders of the applicable Class; provided that, if the face amount of an Acceptance which would otherwise be accepted by the Applicable Lending Office of a Canadian Revolving Lender of the applicable Class is not C$5,000,000, or a whole multiple thereof, the face amount shall be increased or reduced by the Administrative Agent, in its sole discretion, to C$1,000,000, or the nearest integral multiple thereof, as appropriate.
(iii)On each date upon which Acceptances are to be accepted, the Administrative Agent shall advise the relevant Canadian Borrower of the applicable Discount Rate for the Applicable Lending Office of each Canadian Revolving Lender of the applicable Class. Not later than 10:00 A.M., Toronto time, on such date each Applicable Lending Office of a Canadian Revolving Lender of the applicable Class shall, subject to the satisfaction of the conditions precedent specified in Section 5.2, and subject to the Applicable Lending Office of each Non-Acceptance Canadian Lender of the applicable Class making Acceptance Equivalent Loans pursuant to paragraph (i) of this Section 2.10, (A) (A) on the basis of the information supplied by the Administrative Agent, as aforesaid, complete a Draft or Drafts of the relevant Canadian Borrower by filling in the Class, amount, date and maturity date thereof in accordance with the applicable Drawing Notice, (B) (B) duly accept such Draft or Drafts, (C) (C) offer to purchase such Acceptance or Acceptances at the applicable Discount Rate, (D) (D) give the Administrative Agent facsimile or telex notice of such Applicable Lending Office’s acceptance of such Draft or Drafts and confirming the Discount Rate at which it discounted the Acceptance or Acceptances and the amount paid to the Administrative Agent for the account of such Canadian Borrower and (E) (E) remit to the Administrative Agent in Canadian Dollars in immediately available funds an amount equal to the Discount Proceeds. Upon receipt by the Administrative Agent of such sums from the Applicable Lending Offices of the applicable Canadian Revolving Lenders, the Administrative Agent shall make the aggregate amount thereof available to such Canadian Borrower.
(iv)Each extension of credit hereunder through the acceptance of Drafts shall be made simultaneously and pro rata by the Applicable Lending Office of each of the Canadian Revolving Lenders of the applicable Class in accordance with their respective Canadian Revolving Commitments of such Class.
(d)Sale of Acceptances. A Canadian Borrower shall agree to sell, and the Applicable Lending Offices of the Canadian Revolving Lenders of the applicable Class shall purchase or arrange for the purchase of, all of the Acceptances in the market and each Applicable Lending Office of a Canadian Revolving Lender of the applicable Class shall provide to the Administrative Agent the Discount Proceeds for the account of such Canadian Borrower. The Acceptance Fee in respect of such Acceptances may, at the option of the Applicable Lending Office of a Canadian Revolving Lender of the applicable Class, be set off against the Discount
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Proceeds payable by such Applicable Lending Office of such Canadian Revolving Lender hereunder.
(e)Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created by such Applicable Lending Office in accordance with a Drawing Notice on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Administrative Agent prior to 11:00 A.M., Toronto time, two Business Days prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver to the Administrative Agent a Drawing Notice with respect thereto or (y) repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. (Toronto time) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Administrative Agent or fails to repay the maturing Acceptances, or if an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Rate Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office in its own right and each Canadian Borrower agrees not to claim any days of grace if that Applicable Lending Office, as holder, sues such Canadian Borrower on those Acceptances for payment of the amounts payable by such Canadian Borrower thereunder.
(f)Supply of Drafts and Power of Attorney. To enable the Applicable Lending Offices of the Canadian Revolving Lenders to accept Drafts in the manner specified in this Section 2.10, each Canadian Borrower hereby appoints the Applicable Lending Office of each Canadian Revolving Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Applicable Lending Office, blank forms of its Acceptances. In this respect, it is each Canadian Revolving Lender’s responsibility to maintain an adequate supply of blank forms of Acceptances for acceptance under this Agreement. Each Canadian Borrower recognizes and agrees that all Acceptances signed and/or endorsed on its behalf by the Applicable Lending Office of a Canadian Revolving Lender shall bind such Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of such Canadian Borrower; provided, that such acts in each case are to be undertaken in accordance with such Canadian Revolving Lender’s obligations under this Agreement. Each Applicable Lending Office of a Canadian Revolving Lender is hereby authorized to issue such Acceptances endorsed in blank in such face amounts as may be determined by such Applicable Lending Office; provided that the aggregate amount thereof is equal to the aggregate amount of Acceptances required to be accepted by such Applicable Lending Office. Drafts drawn by a Canadian Borrower to be accepted as Acceptances shall be signed by a duly authorized officer or officers of such Canadian Borrower or by its attorney-in-fact including any attorney in fact appointed pursuant to this Section 2.10(f). Each Canadian Borrower hereby authorizes and requests each Applicable Lending Office of a Canadian Revolving Lender in accordance with each Drawing Notice received from such Canadian Borrower to take the measures with respect to a Draft or Drafts of such Canadian Borrower then in possession of such Applicable Lending Office specified in paragraph (c)(iii) of
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this Section 2.10. In case any authorized signatory of such Canadian Borrower whose signature shall appear on any Draft shall cease to have such authority before the acceptance of a Draft with respect to such Draft, the obligations of a Canadian Borrower hereunder and under such Acceptance shall nevertheless be valid for all purposes as if such authority had remained in force until such creation. The Administrative Agent and each Canadian Revolving Lender shall be fully protected in relying upon any instructions received from a Canadian Borrower (orally or otherwise) without any duty to make inquiry as to the genuineness of such instructions. The Administrative Agent and each Canadian Revolving Lender shall be entitled to rely on instructions received from any Person identifying himself (orally or otherwise) as a duly authorized officer of a Canadian Borrower and shall not be liable for any errors, omissions, delays or interruptions in the transmission of such instructions.
(g)Exculpation. No Applicable Lending Office of a Canadian Revolving Lender shall be responsible or liable for its failure to accept a Draft if the cause of such failure is, in whole or in part, due to the failure of a Canadian Borrower to provide the Drafts or the power of attorney described in paragraph (f) of this Section 2.10 to such Applicable Lending Office on a timely basis nor shall any Applicable Lending Office of a Canadian Revolving Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such Draft except loss or improper use arising by reason of the gross negligence or willful misconduct of such Applicable Lending Office.
(h)Rights of Canadian Revolving Lender as to Acceptances. Neither the Administrative Agent nor any Applicable Lending Office of a Canadian Revolving Lender shall have any responsibility as to the application of the proceeds by a Canadian Borrower of any discount of any Acceptances. For greater certainty, each Applicable Lending Office of a Canadian Revolving Lender may, at any time, purchase Acceptances issued by a Canadian Borrower and may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Acceptances accepted and/or purchased by it.
(i)Acceptance Equivalent Loans. Whenever a Canadian Borrower delivers a Drawing Notice to the Administrati