Ford Completes Amendment and Extension of Existing Revolving Credit Facility

DEARBORN, Mich., March 15, 2012 - Ford Motor Company (NYSE: F) announced today it has successfully completed an amendment and extension of its revolving credit facility. As a result of the transaction, Ford's revolving lenders have agreed to extend the maturity of commitments totaling

$9 billion to Nov. 30, 2015 from Nov. 30, 2013.

“We are very pleased with the results of the amendment and extension transaction, which was significantly oversubscribed,” said Neil Schloss, Ford vice president and treasurer. “This support from our global banking partners represents an important source of committed liquidity and financial flexibility for Ford.”

Prior to the amendment, revolving lenders had commitments under the revolving credit facility totaling $8.9 billion that were scheduled to mature on Nov. 30, 2013, of which approximately $130 million was utilized for letters of credit. As of today, revolving lenders have a total of $9 billion of commitments that are scheduled to mature on Nov. 30, 2015, and approximately $300 million of commitments that are scheduled to mature on Nov. 30, 2013. The facility is undrawn, with the exception of approximately $130 million utilized for letters of credit.

The collateral pledged to the lenders under the revolving credit facility will be released when Ford's senior long-term, unsecured debt receives investment grade ratings from at least two of the three major rating agencies.

In addition to the increase in the total amount of commitments and extending the maturity date, revolving lenders also approved certain modifications to the revolving credit facility, including the elimination of the limitation on debt prepayments and dividends upon the release of collateral.

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About Ford Motor Company

Ford Motor Company , a global automotive industry leader based in Dearborn, Mich., manufactures or distributes automobiles across six continents. With about 164,000 employees and about 70 plants worldwide, the company's automotive brands include Ford and Lincoln. The company provides financial services through Ford Motor Credit Company. For more information regarding Ford and its products worldwide, please visit http://corporate.ford.com .

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SEVENTH 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,

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

Dated as of December 15, 2006

as Amended and Restated as of November 24, 2009,

amended by the Fifth Amendment dated as of March 31, 2011,

and amended by the Sixth Amendment dated as of September 28, 2011.

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J.P. MORGAN SECURITIES LLC,

BARCLAYS CAPITAL,

BNP PARIBAS SECURITIES CORP.,

CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC.,

GOLDMAN SACHS LENDING PARTNERS LLC,

HSBC SECURITIES (USA) INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

MORGAN STANLEY MUFG LOAN PARTNERS LLC,

RBC CAPITAL MARKETS,

RBS SECURITIES INC.,

SUMITOMO MITSUI BANKING CORPORATION,

as Bookrunners and Lead Arrangers

BANK OF AMERICA, N.A.

BARCLAYS CAPITAL,

BNP PARIBAS,

CITIBANK, N.A.,

DEUTSCHE BANK SECURITIES INC.,

GOLDMAN SACHS LENDING PARTNERS LLC,

HSBC SECURITIES (USA) INC.

MORGAN STANLEY MUFG LOAN PARTNERS LLC,

ROYAL BANK OF CANADA,

THE ROYAL BANK OF SCOTLAND PLC,

SUMITOMO MITSUI BANKING CORPORATION,

as Co-Syndication Agents

SEVENTH AMENDMENT dated as of March 15, 2012 (this “ Amendment Agreement ”) to the Credit Agreement dated as of December 15, 2006 and amended and restated as of November 24, 2009 (as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ” and as amended, supplemented or otherwise modified 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 ”), and the other agents parties thereto. Unless otherwise defined herein, terms defined in the Existing Credit Agreement and used herein shall have the meanings given to them in the Existing Credit Agreement.

WHEREAS, the Company has requested an amendment to the Existing Credit Agreement pursuant to which (a) some or all of the existing Revolving Lenders will agree to extend, to November 30, 2015, the maturity of, and increase, decrease or maintain, as applicable, the amount of, their Revolving Commitments, (b) certain financial institutions not currently Revolving Lenders will become Revolving Lenders with Revolving Commitments maturing on November 30, 2015 and (c) certain provisions of the Existing Credit Agreement, including provisions relating to incremental facilities, restricted payments, assets sales, fundamental changes and liens will be amended; and

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

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

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

(a)         the following defined terms in Section 1.1:

“2011 Canadian Revolving Commitment”, “2011 Canadian Revolving Facility”, “2011 Canadian Revolving Lender”, “2011 Canadian Revolving Loans”, “2011 Canadian Revolving Percentage”, “2011 Domestic Revolving Commitment”, “2011 Domestic Revolving Facility”, “2011 Domestic Revolving Lender”, “2011 Domestic Revolving Loans”, “2011 Domestic Revolving Percentage”, “2011 Multicurrency Revolving Commitment”, “2011 Multicurrency Revolving Facility”, “2011 Multicurrency Revolving Lender”, “2011 Multicurrency Revolving Loans”, “2011 Multicurrency Revolving Percentage”, “2011 Revolving Commitments”, “2011 Revolving Facility”, “2011 Revolving Lenders”, “2011 Revolving Loans”, “2011 Revolving Termination Date”, “Total 2011 Revolving Commitments” and “Total 2011 Revolving Extensions of Credit”

shall be redefined as:

“2013 Canadian Revolving Commitment”, “2013 Canadian Revolving Facility”, “2013 Canadian Revolving Lender”, “2013 Canadian Revolving Loans”, “2013 Canadian Revolving Percentage”, “2013 Domestic Revolving Commitment” (as amended pursuant to clause (c) below), “2013 Domestic Revolving Facility”, “2013 Domestic Revolving Lender”, “2013 Domestic Revolving Loans”, “2013 Domestic Revolving Percentage”, “2013 Multicurrency Revolving Commitment”, “2013 Multicurrency Revolving Facility”, “2013 Multicurrency Revolving Lender”, “2013 Multicurrency Revolving Loans”, “2013 Multicurrency Revolving Percentage”, “2013 Revolving Commitments”, “2013 Revolving Facility”, “2013 Revolving Lenders”, “2013 Revolving Loans”, “2013 Revolving Termination Date”, “Total 2013 Revolving Commitments” and “Total 2013 Revolving Extensions of Credit”, respectively,

and each usage of each such term in the Credit Agreement shall refer to such redefined term.

(b)         the following defined terms in Section 1.1:

“2013 Canadian Revolving Commitment”, “2013 Canadian Revolving Facility”, “2013 Canadian Revolving Lender”, “2013 Canadian Revolving Loans”, “2013 Canadian Revolving Percentage”, “2013 Domestic Revolving Commitment”, “2013 Domestic Revolving Facility”, “2013 Domestic Revolving Lender”, “2013 Domestic Revolving Loans”, “2013 Domestic Revolving Percentage”, “2013 Multicurrency Revolving Commitment”, “2013 Multicurrency Revolving Facility”, “2013 Multicurrency Revolving Lender”, “2013 Multicurrency Revolving Loans”, “2013 Multicurrency Revolving Percentage”, “2013 Revolving Commitments”, “2013 Revolving Facility”, “2013 Revolving Lenders”, “2013 Revolving Loans”, “Total 2013 Revolving Commitments” and “Total 2013 Revolving Extensions of Credit”,

shall be redefined as:

“2015 Canadian Revolving Commitment”, “2015 Canadian Revolving Facility”, “2015 Canadian Revolving Lender”, “2015 Canadian Revolving Loans”, “2015 Canadian Revolving Percentage”, “2015 Domestic Revolving Commitment”, “2015 Domestic Revolving Facility”, “2015 Domestic Revolving Lender”, “2015 Domestic Revolving Loans”, “2015 Domestic Revolving Percentage”, “2015 Multicurrency Revolving Commitment”, “2015 Multicurrency Revolving Facility”, “2015 Multicurrency Revolving Lender”, “2015 Multicurrency Revolving Loans”, “2015 Multicurrency Revolving Percentage”, “2015 Revolving Commitments”, “2015 Revolving Facility”, “2015 Revolving Lenders”, “2015 Revolving Loans”, “Total 2015 Revolving Commitments” and “Total 2015 Revolving Extensions of Credit”, respectively,

and each usage of each such term in the Credit Agreement shall refer to such redefined term.

(c)         each of the definitions of “2011 Domestic Revolving Commitment”, “Applicable Available Domestic Revolving Commitments”, “Applicable Domestic Revolving Lenders”, “Domestic Revolving Extensions of Credit” and “L/C Participants” in Section 1.1 and each of Sections 2.4(a), 2.6(a), 2.8(a), 2.10(a), 2.11(a), 2.14(a), 3.1(a), 3.3, 3.4(a) and 3.4(d) shall be amended by replacing each instance of the words “December 3, 2009” therein with “the Seventh Amendment Effective Date”.

(d)         the definition of “ABR” in Section 1.1 shall be amended and restated in its entirely as follows:

“‘ 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) the Eurocurrency Rate for a one-month Interest Period determined on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the avoidance of doubt, for purposes of calculating ABR, the Eurocurrency Rate for any day shall be based on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) as of 11:00 A.M., London time, on such day. 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 Eurocurrency Rate 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 Eurocurrency Rate, respectively.”

(e)         the definition of “Applicable Margin” in Section 1.1 shall be amended by amending and restating clause (b)(ii) thereof to read in its entirety as follows (including, for the avoidance of doubt, the deletion of the proviso of the end of such clause (b)(ii)):

“thereafter, the rate per annum set forth under the relevant column heading in the table applicable to the 2013 Revolving Facility or 2015 Revolving Facility, as the case may be, in the Pricing Grid.”

(f)         the definition of “Cumulative Growth Amount” in Section 1.1 shall be amended by replacing “50%” in clause (i) thereof with “75%”.

(g)         the definition of “Eurocurrency Base Rate” in Section 1.1 shall be amended by (i) replacing the expression “the applicable page of the Telerate screen” appearing therein with “Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market)” and (ii) replacing the expression “such page of the Telerate screen (or otherwise on such screen)” appearing therein with “Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent

from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market)”.

(h)         the definition of “Excluded Subsidiary” in Section 1.1 shall be amended by (i) replacing the word “and” following the words “Foreign Subsidiary” in clause (d) thereof with a comma and (ii) adding the following language at the end of such definition:

“and (f) from and after the Collateral Release Date, any Foreign Subsidiary Holding Company.”

(i)         the definition of “Facility Fee Rate” in Section 1.1 shall be amended by amending and restating clause (b) thereof to read in its entirety as follows:

“thereafter, the rate per annum set forth under the relevant column heading in the table applicable to the 2013 Revolving Facility or 2015 Revolving Facility, as the case may be, in the Pricing Grid.”

(j)         the definition of “Facility Rating” in Section 1.1 shall be amended and restated in its entirety as follows:

“‘ Facility Rating ’: as of any date, the credit rating of Moody’s, S&P or Fitch, as applicable, for the Facility.

(k)         the definition of “Initial Subsidiary Guarantor” in Section 1.1 shall be amended by deleting the word “Domestic” therefrom.

(l)         the definition of “Permitted Additional Notes” shall be amended by replacing the words “Term Loan Maturity Date as in effect on the Closing Date” with the words “Revolving Termination Date with respect to 2015 Revolving Commitments as in effect on the Seventh Amendment Effective Date”.

(m)          the definition of “Permitted Additional Senior Facilities” in Section 1.1 shall be amended and restated in its entirety as follows:

“‘ 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), (b) such facility is established pursuant to a separate agreement or instrument with the lenders thereof and (c) such facility has been designated as “Additional Credit Agreement Debt” pursuant to the Collateral Trust Agreement.”

(n)         the definition of “Permitted Lien” in Section 1.1 shall be amended by:

(i)     amending and restating clause (o) thereof to read in its entirety as follows:

“(o)     prior to the Collateral Release Date, Liens created pursuant to (and Liens permitted by) the Collateral Trust Agreement and the Security Documents (other than in respect of Permitted Second Lien Debt and including, for the avoidance of doubt, Permitted First Lien Non-Loan Exposure); provided that (i) the aggregate Outstanding Amount, without duplication, of Incremental Revolving Facilities, Revolving Commitment Increases, Permitted Additional Notes and Permitted Additional Senior Facilities (including unused commitments under any Incremental Revolving Facility, Revolving Commitment Increase or Permitted Additional Senior Facility) secured by Liens permitted under this clause (o) shall not at any time exceed the excess, if any, of (x) $12,000,000,000 over (y) the aggregate amount of the 2013 Revolving Commitments and the 2015 Revolving Commitments (before giving effect to any Revolving Commitment Increases) and (ii) the aggregate Outstanding Amount, without duplication, of Permitted Additional Notes and Permitted Additional Senior Facilities (including unused commitments under any Permitted Additional Senior Facility) secured by Liens permitted by this clause (o) shall not at any time exceed 33% of the aggregate amount, without duplication, of such Permitted Additional Notes and Permitted Additional Senior Facilities (including unused commitments under any such Permitted Additional Senior Facility) and the 2013 Revolving Commitments, the 2015 Revolving Commitments and any Incremental Revolving Commitments;”

(ii)     amending clause (p) thereof by inserting the expression “prior to the Collateral Release Date,” at the beginning thereof.

(iii)      amending and restating clause (x) thereof to read in its entirety as follows:

“(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, (1) prior to the Collateral Release Date, $500,000,000 and (2) from and after the Collateral Release Date, 7.5% of Consolidated Net Tangible Automotive Assets at such time.”

(o)         the definition of “Revolving Termination Date ” in Section 1.1 shall be amended and restated to read in its entirety as follows:

“‘ Revolving Termination Date ’: as to any Lender, with respect to 2013 Revolving Commitments, initially November 30, 2013 and with respect to 2015 Revolving Commitments, initially November 30, 2015, in each case as such date for such Lender may be extended from time to time pursuant to Section 2.33.”

(p)         Section 1.1 shall be amended by inserting the following definitions in their alphabetical location therein:

‘ Foreign Subsidiary Holding Company ’: a Subsidiary substantially all of the Net Book Value of whose assets consists of Capital Stock of Foreign Subsidiaries.

‘ Guarantee Reinstatement Date ’: the first date following the Collateral Release Date 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.

‘ 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) (as modified pursuant to Section 10.15(d)(viii)) upon the occurrence of a Guarantee Reinstatement Date, substantially in the form of Exhibit V.

‘ New Guarantee Period ’: a period from and including the 30 ^th 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.

‘ New Guarantor ’: at any time, a Subsidiary that is a party to a New Guarantee at such time.

‘ 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.

‘ Seventh Amendment Effective Date ’: March [ ], 2012.’

‘ 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 delivered pursuant to Section 6.2 or, after the Collateral Release Date, 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).”

(q)         Section 2.2(a) shall be amended and restated to read in its entirety as follows:

“(a)    The Revolving Commitments under each Revolving Facility as in effect immediately prior to the Seventh Amendment Effective Date shall remain in effect until the Seventh Amendment Effective Date. Immediately following the Seventh Amendment Effective Date, the Revolving Commitments set forth in Schedule 1.1A under the heading “Following the Seventh Amendment” shall take effect, and all Revolving Extensions of Credit by Lenders with 2015 Revolving Commitments shall automatically become Revolving Extensions of Credit under the corresponding 2015 Revolving Facilities.”

(r)         each of Sections 2.2(b), 2.2(c) (including the proviso at the end thereof) and 2.31 shall be amended and restated to read in its entirety as follows:

“[Reserved]”

(s)         Section 2.16 shall be amended by adding a new clause (d) at the end thereof, to read in its entirety as follows:

“(d) Any 2013 Revolving Lender may at any time or from time to time after the Seventh Amendment Effective Date and prior to the Revolving Termination Date in respect of the 2013 Revolving Facilities, with the written consent of the Company, by written notice to the Administrative Agent and the Company, convert all or any portion of its 2013 Revolving Commitments under any 2013 Revolving Facility or Facilities into 2015 Revolving Commitments under the corresponding 2015 Revolving Facility or Facilities; provided that (i) after giving effect to any such conversion and any prepayment of the 2013 Revolving Loans (which may include a non pro rata prepayment of the 2013 Revolving Loans of the converting 2013 Revolving Lender), the 2013 Revolving Loans under the applicable 2013 Revolving Facility or Facilities shall not exceed the 2013 Revolving Commitments under such 2013 Revolving Facility or Facilities and the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effect, (ii) at the time of such conversion no Default or Event of Default shall have occurred and be continuing and (iii) in the case of any conversion of less than all of such Lender’s

2013 Revolving Commitments, the aggregate amount of such Lender’s 2013 Revolving Commitments to be converted shall be in a minimum amount of $25,000,000 and an integral multiple of $5,000,000. Each notice from a 2013 Revolving Lender pursuant to this paragraph (d) shall set forth the amount of 2013 Revolving Commitments under each 2013 Revolving Facility to be converted into 2015 Revolving Commitments under the corresponding 2015 Revolving Facility and the date of such conversion (which shall be at least three Business Days after the date of such notice) and shall also set forth the consent of the Company to such conversion. On the date of any such conversion, the relevant 2013 Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine are necessary in order to cause, after giving effect to such conversion and any application of any such amounts to prepay Revolving Loans under the 2013 Revolving Facility or Facilities of the converting Revolving Lender in effect prior to such conversion (which prepayments may be non pro rata ), the Revolving Loans under each Revolving Facility to be held ratably by all Revolving Lenders under such Revolving Facility in accordance with their respective Revolving Commitments under such Revolving Facility after giving effect to such conversion.”

(t)         Section 2.29(b) shall be amended by amending and restating the proviso at the end of the first sentence thereof to read in its entirety as follows:

“ provided that to the extent that any termination under clause (i) or (ii) of this Section 2.29(b) would cause the Domestic Revolving Extensions of Credit of any (x) 2013 Domestic Revolving Lender to exceed the 2013 Domestic Revolving Commitments of such 2013 Domestic Revolving Lender or (y) 2015 Domestic Revolving Lender to exceed the 2015 Domestic Revolving Commitments of such 2015 Domestic Revolving Lender, the Company shall repay 2013 Domestic Revolving Loans or 2015 Domestic Revolving Loans, as the case may be, so as to eliminate such excess.”

(u)         Section 2.32(a) shall be amended by amending and restating clause (1) of the proviso therein to read in its entirety as follows:

“(1) after giving effect to such Revolving Commitment Increase or Incremental Revolving Facility (including the incurrence of any Incremental Revolving Loans on the applicable Revolving Commitment Increase Date or Incremental Revolving Facility Closing Date and use of proceeds thereof), (x) no Default or Event of Default shall be continuing, (y) prior to the Collateral Release Date, the Borrowing Base Coverage Ratio (assuming the applicable Revolving Commitment Increase or Incremental Revolving Facility is fully drawn) shall be at least 1.00 to 1.00 and (z) the aggregate amount of Revolving Commitments plus, prior to the Collateral Release Date, the Outstanding Amount of Permitted Additional Notes and Permitted Additional Senior Facilities (including unused commitments under any Permitted Additional Senior Facility), shall not exceed $12,000,000,000,”

(v)         Section 3.4(d) shall be amended by adding, in the proviso to the penultimate sentence thereof following the expression “Domestic Revolving Extensions of Credit”, the expression “in

respect of the 2015 Domestic Revolving Facility”.

(w)          Section 7.3 shall be amended and restated to read in its entirety as follows:

“7.3      Liens . (a) Prior to the Collateral Release Date, the Company will not, nor will it permit any Subsidiary Guarantor to, create, incur, assume or suffer to exist any Lien upon any of the Collateral except Permitted Liens.

(b)    From and after the Collateral Release Date, the Company will not, and will not permit (i) any Initial Subsidiary Guarantor that is then a Domestic Subsidiary and not a Foreign Subsidiary Holding Company or (ii) any Principal Domestic Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its assets except Permitted Liens.”

(x)         each of Sections 7.5(a), 7.5(b), 7.5(c) 7.5(e), 7.5(g), 7.5(h), 7.5(i) and 7.6 shall be amended by replacing the word “The” at the beginning thereof with the expression “Prior to the Collateral Release Date, the”.

(y)         Section 7.5 shall be amended by adding, immediately after subsection 7.5(i), a new subsection 7.5(j) to read in its entirety as follows:

“ (j) All or Substantially All Assets . From and after the Collateral Release Date, the Company shall not, nor shall it permit its Significant Guarantors to, Dispose of all or substantially all of the assets of the Company and its Subsidiaries, on a consolidated basis, other than pursuant to a transaction permitted under Section 7.7(a) .”

(z)         each of Sections 7.6(f) and 7.6(g) shall be amended by replacing each instance of the words “Amendment and Restatement Effective Date” therein with “Seventh Amendment Effective Date”.

(aa)          Section 10.15(d) shall be amended and restated in its entirety to read as follows:

“(d)     from and after the Collateral Release Date:

(i)     the definition of “Available Liquidity” in Section 1.1 shall be amended and restated to read in its entirety as follows:

“‘ Available Liquidity ’: as of any date of determination, the sum of (a) the Total Available Revolving Commitments (including any unused commitment under any Incremental Revolving Facility or any Permitted Additional Senior Facility) plus (b) “automotive gross cash” reported 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 such amounts held or owned by Foreign Subsidiaries).”;

(ii)     the definition of “Loan Documents” in Section 1.1 shall be amended and restated to read in its entirety as follows:

“‘ Loan Documents ’: (i) this Agreement, the Guarantee, the Notes 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.”;

(iii)    the definition of “Loan Parties” in Section 1.1 shall be amended and restated to read in its entirety as follows:

“‘ Loan Parties ’: the Company, each Subsidiary Borrower and any New Guarantor.”;

(iv)    the definition of “Notice of Acceleration” in Section 1.1 shall be amended and restated to read in its entirety as follows:

“‘ 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. ”

(v)    the definition of “Obligations” in Section 1.1 shall be amended and restated to read in its entirety as follow:

“‘ 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 the Administrative 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 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).”

(vi)    Section 1.1 shall be amended by inserting the following definitions of “Bankruptcy Code”, “Bankruptcy Law”, “Insolvency Proceeding” and “Post Petition Interest” in their respective alphabetical locations therein:

“‘ 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.”

“‘ 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.”

“‘ 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.”

(vii)    each of Sections 2.4(a)(ii), 2.6(a)(ii), 2.8(a)(ii), 2.10(a)(iii), 2.11(a)(iii)(A) and 2.14(a)(i) shall be amended by replacing the words “the Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base at such time” with “[Reserved]”;

    

(viii)    Section 3.1(a)(i)(D) shall be amended by replacing the words “the Outstanding Amount of Borrowing Base Debt would exceed the Borrowing Base at such date” with “[Reserved]”;

(ix)     each of Sections 4.14, 5.2(d), 6.2, 7.1 and 8(i) shall be amended and restated to read in its entirety as follows:

“[Reserved.]”;

(x)     Section 6.3 shall be amended and restated to read in its entirety as follows:

“ Compliance Certificates . The Company shall deliver to the Administrative Agent concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer (i) stating that, to the best of such Responsible Officer’s knowledge, no Default or Event of Default has occurred and is continuing as of the date of such certificate, except as specified in such certificate, and (ii) unless the Total Available Revolving Commitment (including any unused commitment under any Incremental Revolving Facility or any Permitted Additional Senior Facility) is equal to or greater than $4,000,000,000, containing a calculation of Available Liquidity as of the last day of the fiscal period covered by such financial statements.”;

(xi)    Section 6.7 shall be amended and restated to read in its entirety as follows:

“6.7. New Guarantee . (a) Within 30 days after any Guarantee Reinstatement Date, the Company shall deliver, or cause to be delivered, to the Administrative Agent the New Guarantee, executed and delivered by (i) each Principal Domestic Subsidiary and (ii) each Initial Subsidiary Guarantor that is then a Domestic Subsidiary and not a Foreign Subsidiary Holding Company, together with customary secretary’s certificates, resolutions and legal opinions.

(b)    During any New Guarantee Requirement Period, within 30 days after the formation or acquisition of any Principal Domestic Subsidiary (or the making of a

single investment or a series of related investments having a value (determined by reference to Net Book Value, in the case of an investment of assets) of $500,000,000 or more in the aggregate by the Company or a Principal Domestic Subsidiary, directly or indirectly, in a Domestic Subsidiary (other than an Excluded Subsidiary) that is not a Principal Domestic Subsidiary that results in such Domestic Subsidiary becoming a Principal Domestic Subsidiary), the Company shall (or shall cause the relevant Subsidiary to), unless a Guarantee Release Date shall have occurred prior to such 30 ^th day, cause such Principal Domestic Subsidiary (or Domestic Subsidiary receiving such investment(s)) to become a party to the New Guarantee.

(c)    The Company shall use its commercially reasonable efforts, during any New Guarantee Requirement Period, to cause any domestic joint venture that is an Excluded Subsidiary pursuant to clause (e) of the definition of “Excluded Subsidiary” but that would otherwise be a Principal Domestic Subsidiary and in which the Company directly or indirectly owns at least 80% of the voting or economic interest, to become a New Guarantor (it being understood that such efforts shall not require any economic or other significant concession with respect to the terms of such joint venture arrangements).”

(xii)    Section 7.7 shall be amended and restated to read in its entirety as follows:

“7.7 Fundamental Changes . (a) The Company will not merge or consolidate with any other Person unless no Default or Event of Default is continuing after giving effect to such transaction and (i) it shall be the continuing entity or (ii) (A) the Person formed by or surviving such merger or consolidation shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia that expressly assumes all the obligations of the Company under the Loan Documents pursuant to a supplement or amendment to this Agreement and each other Loan Document reasonably satisfactory to the Administrative Agent, (B) during any New Guarantee Period, each New Guarantor reaffirms its obligations under the Loan Documents and (C) the Administrative Agent shall have received an opinion of counsel reasonably satisfactory to the Administrative Agent and consistent with the opinions delivered on the Closing Date with respect to the Company.

(b)    No Significant Guarantor shall merge or consolidate with any other Person unless (i) the Company or another Subsidiary Guarantor shall be the continuing entity or (ii) in connection with an asset sale permitted by Section 7.5.”

(xiii)     Sections 8(c), 8(d), 8(e) and 8(h) shall be amended by replacing the words “or any Significant Guarantor” each time they appear with the words “ or, during any New Guarantee Period, any Significant New Guarantor”;

(xiv)    Section 8(f) shall be amended by (x) deleting the words “any Significant Guarantor,” both times they appear and (y) replacing the expression “or Ford Canada” each time that it appears with the expression “, Ford Canada or, during any New Guarantee Period, any Significant New Guarantor”;

(xv)     Section 8(j) shall be amended by (x) deleting the words “of any Significant Guarantor or” therefrom and (y) adding, following the words “the Guarantee”, the words “,

or, during any New Guarantee Period, the guarantee of any Significant New Guarantor under the New Guarantee,”; and

(xvi) Section 10.1(d)(i)(C) shall be amended and restated to read in its entirety as follows:

“the agreement and acknowledgement by the Company and, during any New Guarantee Period, each New Guarantor, that the Guarantee or the New Guarantee, as applicable, covers the Obligations of such Subsidiary,”

(bb)         Section 10.15 shall be amended by adding a new clause (e) at the end thereof to read in its entirety as follows:

“(e)     Immediately upon the occurrence of any Guarantee Release Date, the New Guarantee and all obligations (other than as expressly provided therein) of each Guaranteed Party and each New Guarantor thereunder shall terminate, all without delivery of any instrument or performance of any act by any party. In connection with any such termination, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take, and the Administrative Agent hereby agrees to take promptly, any action reasonably requested by the Company having the effect of releasing, or evidencing the release of, the obligations of any New Guarantor under the New Guarantee.”

(cc)         Schedule 1.1A (Commitments) to the Existing Credit Agreement is hereby amended and restated in its entirety to reflect, under the heading “Following the Seventh Amendment”, (i) the elections made by the Revolving Lenders party hereto that elect, on their respective signature pages hereto, to extend the Revolving Termination Date in respect of their existing Revolving Commitments (each, an “ Extending Lender ”) and, as provided on such signature pages and in the instructions thereto, reduce or increase the amount of such existing Revolving Commitments and (ii) the addition of the additional financial institutions party hereto as 2015 Revolving Lenders (each, a “ New Revolving Lender ”) with 2015 Revolving Commitments in the amounts set forth on their respective signature pages hereto. Each Revolving Lender party hereto hereby authorizes the Administrative Agent to compile such modified Schedule 1.1A (Commitments) reflecting such elections, increases, reductions and additions, and attach such modified Schedule 1.1A (Commitments) to the Credit Agreement.

(dd)         Schedule 1.1D (Initial Subsidiary Guarantors) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 1.1D hereto.

(ee)         Schedule 1.1F (Principal Trade Names) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 1.1F hereto.

(ff)         Schedule 1.1G (Pricing Grid) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 1.1G hereto.

(gg)     Exhibit V hereto is hereby added as Exhibit V to the Existing Credit Agreement.

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

SECTION 2 .    Waiver. Pursuant to Section 10.1(a) of the Existing Credit Agreement, the Company and the Required Lenders hereby waive Sections 2.24(a) and 2.32 of the Existing Credit Agreement to the extent necessary to permit the increases, decreases and extensions, on a non-pro-rata basis, of the Revolving Commitments of Extending Lenders contemplated by this Amendment Agreement and the addition of the New Revolving Lenders as 2015 Revolving Lenders under the Credit Agreement with the respective 2015 Revolving Commitments set forth on Schedule 1.1A (Commitments) hereto.

SECTION 3 .    Representations and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment Agreement, the Company hereby represents and warrants to the Administrative Agent and the Lenders that:

(a)      (i) The Company has the requisite power and authority to execute, deliver and perform its obligations under this Amendment Agreement, has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment Agreement and has duly executed and delivered this Amendment Agreement and (ii) this Amendment Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company 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, no Default or Event of Default has occurred and is continuing.

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

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

(a)      The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Company, each Subsidiary Guarantor, the Required Lenders, the Majority Revolving Lenders, each Extending Lender, the Administrative Agent, each Issuing Lender, each Swingline Lender and each New Revolving 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) Richards, Layton & Finger, P.A., Delaware counsel to the Company and (iii) an associate general counsel of the Company, in each case addressed to the Lenders, the Administrative Agent, the Collateral Trustee and

each Issuing Lender 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 each Extending Lender and New Revolving Lender (as defined in the Instructions to Signature Page to Seventh Amendment attached hereto), an extension fee (the “ Revolver Extension Fee” ) in an amount equal to 0.25% of the 2015 Revolving Commitments of such Extending Lender and New Revolving Lender.

SECTION 5 .    Effect of this Amendment Agreement. (A) Except as expressly set forth herein, 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 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.

SECTION 6 .    Continuing Liens and Guarantee Obligations. Each of the Company and the Subsidiary Guarantors hereby confirms the Liens granted by it under each of the Loan Documents to which it is party and agrees that such Liens shall continue in full force and effect for the benefit of the Secured Parties, securing its Secured Obligations (as defined in the Collateral Trust Agreement).

The Subsidiary Guarantors confirm the guarantees of the Guaranteed Obligations (as defined in the Guarantee) granted by them under the Guarantee to which they are a party and agree that such guarantees shall continue in full force and effect for the benefit of the Guaranteed Parties (as defined in the Guarantee).

SECTION 7 .    Governing Law. THIS AMENDMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8 .     Costs and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

SECTION 9 .    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.

SECTION 10 .     Headings . The headings of this Amendment Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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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.

3000 SCHAEFER ROAD COMPANY

FORD EUROPEAN HOLDINGS LLC

FORD GLOBAL TECHNOLOGIES, LLC

FORD HOLDINGS LLC

FORD INTERNATIONAL CAPITAL LLC

FORD MEXICO HOLDINGS, INC.

FORD MOTOR SERVICE COMPANY

FORD TRADING COMPANY, LLC

FORD COMPONENT SALES, LLC

_______________________________

            

*Guarantee has limited recourse to the pledged assets of the relevant entity.