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AMENDED AND RESTATED AGREEMENT

This Amended and Restated Agreement (the "Agreement") dated as of December 12, 2006 is made and entered into between Ford Motor Company, a Delaware corporation ("Ford"), and Ford Motor Credit Company, a Delaware corporation ("Ford Credit").

RECITALS

A.  Ford Credit supports the sale of Ford's products by providing, among other things, wholesale, retail and lease financing for the purchase and lease of those products.

B.  Ford Credit is highly dependent on the public debt markets to raise funds for its business.

C.  Ford Credit's ability to raise funds in the public debt markets is highly dependent on its credit ratings, which, in turn, are dependent on the level of Ford Credit's equity capital, the quality of its assets and its liquidity.

D.  It is important to the success of Ford that Ford Credit remains a viable finance company that can fund itself in the public debt markets and continue supporting the sale of Ford's products.

E.  Towards maintaining the viability of Ford Credit, the parties entered into an agreement dated October 18, 2001 (the "October 18, 2001 Agreement") that provides for certain agreements regarding transactions between them and the creditworthiness of Ford Credit.

F.  The parties desire to amend the October 18, 2001 Agreement to, among other things, provide for the right to offset their obligations to each other.

NOW, THEREFORE, for good and valuable consideration and the mutual agreements herein provided, the parties agree as follows:

1.  The parties agree that all Affiliate Receivables (as defined below) shall be on arm's-length terms. For purposes hereof, "Affiliate Receivables" means any advance, loan, extension of credit, or other financing to Ford or any affiliate of Ford whose assets and liabilities are classified on Ford's consolidated balance sheet as Automotive ("Automotive Affiliate"). Ford Credit shall enforce, and cause any affiliate of Ford Credit whose assets and liabilities are consolidated with Ford Credit's on Ford Credit's consolidated balance sheet ("Credit Affiliate") to enforce, all Affiliate Receivables in a commercially reasonable manner, and Ford shall pay, shall cause its Automotive Affiliates to pay and shall guarantee its Automotive Affiliates’ payment of, Affiliate Receivables in accordance with their terms.

2.  Ford Credit shall not, nor shall it permit any Credit Affiliate to, guarantee any indebtedness of (other than Permitted Guarantees), or purchase any equity securities issued by, or make any other investment in, Ford (parent company only) or any Automotive Affiliate. In addition, Ford Credit shall not, nor shall it permit any Credit Affiliate to, purchase or finance any real property (other than Permitted Mortgages) or manufacturing equipment (including tooling) from or of Ford or any Automotive Affiliate that is classified as an Automotive asset on Ford's consolidated balance sheet. Ford shall not, nor shall it permit any Automotive Affiliate to request or require Ford Credit or any Credit Affiliate to do any of the transactions prohibited by this paragraph 2. For purposes hereof, "Permitted Guarantees" shall mean guarantees by Ford Credit or Credit Affiliates of indebtedness of Ford or Automotive Affiliates which at any time does not exceed $500 million in the aggregate, and "Permitted Mortgages" shall mean financing by Ford Credit or Credit Affiliates of real property of Ford or Automotive Affiliates which at any time does not exceed $500 million in the aggregate.

3.  Ford and Ford Credit agree that Ford Credit's total stockholder's equity as stated on or reflected in its consolidated financial statements shall, at the end of any calendar quarter during which this Agreement is in effect, be maintained at a commercially reasonable level appropriate to support the amount, quality and mix (i.e., retail finance receivables, wholesale finance receivables and lease receivables) of Ford Credit's assets as stated on or reflected in its consolidated financial statements for the same calendar quarter, taking into account general business conditions affecting Ford Credit.

4.  Ford Credit shall, and shall cause each Credit Affiliate to, conduct its business, including its finance and lease business, in a prudent and commercially reasonable manner, including maintaining and adhering to credit risk underwriting standards for finance and lease receivables and residual assumptions for lease receivables it acquires or originates that are consistent with industry standards. Ford shall not, nor shall it permit any Automotive Affiliate to, require Ford Credit or any Credit Affiliate to accept credit or residual risk beyond what it would be willing to accept acting in a prudent and commercially reasonable manner. For avoidance of doubt, acquisition or origination of finance or lease receivables having terms that are not market-based shall be considered to be prudent and commercially reasonable if subsidies (in the form of interest rate subvention payments, guarantees, residual risk sharing arrangements or otherwise) are provided by Ford or an Automotive Affiliate in an amount sufficient to assure that Ford Credit or a Credit Affiliate, as the case may be, will receive the economic benefits of such receivables as if they had been acquired or originated on market-based terms. Notwithstanding the foregoing, in recognition of the fact that Ford uses Ford Credit as the exclusive provider of financial services for special retail and lease programs to support the sale of products manufactured by Ford and other Automotive Affiliates, it is understood that it would be commercially reasonable and prudent for Ford Credit to accept, to a limited extent, higher levels of credit risk than it might otherwise accept in order to continue as the exclusive provider of financial services to Ford and the other Automotive Affiliates with respect to such programs. For any given program, Ford Credit may waive its right to be the exclusive provider of financial services to Ford and the other Automotive Affiliates.

5.  Ford and Ford Credit agree that (a) Ford Credit shall at all times maintain its books, records, financial statements and bank accounts separate from those of Ford and any Automotive Affiliate; (b) Ford Credit shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its assets from those of Ford and any Automotive Affiliate; (c) the funds and other assets of Ford Credit shall not be commingled with those of Ford or any Automotive Affiliate; (d) Ford Credit shall at all times hold itself out as a legal entity separate and distinct from Ford and any Automotive Affiliate; (e) except with respect to the performance of their respective obligations under that certain Amended and Restated Profit Maintenance Agreement dated as of January 1, 2002 between Ford and Ford Credit (as it may be amended from time to time), each will act in a manner and conduct its business such that creditors of Ford, acting reasonably, will rely primarily on the creditworthiness of, and look solely to the assets of Ford, for repayment of indebtedness and creditors of Ford Credit, acting reasonably, will rely primarily on the creditworthiness of, and look solely to the assets of Ford Credit, for repayment of indebtedness; and (f) they otherwise will take such reasonable and customary action so that Ford Credit will not be consolidated with Ford or any Automotive Affiliate in any case or other proceeding seeking liquidation, reorganization or other relief with respect to Ford or any Automotive Affiliate or its debts under any bankruptcy, insolvency or other similar law.

6.  The sum of (i) the aggregate amount of unused committed credit facilities, (ii) the unutilized portion of the aggregate dollar amount of receivables that bank-sponsored, commercial paper issuers (conduits) are contractually committed to purchase from Ford Credit and (iii) cash, cash equivalents and marketable securities (and any other sources of liquidity that may be agreed upon from time to time) of Ford Credit and its consolidated subsidiaries shall at all times be at least equal to 100% of the outstanding commercial paper of Ford Credit and its consolidated subsidiaries.

7.  In the event that Ford or any of its subsidiaries engages in a corporate transaction that causes the Pension Benefit Guaranty Corporation ("PBGC") to threaten to terminate the pension plans sponsored by Ford or any of its subsidiaries, Ford shall, or shall cause any of its subsidiaries to, seek to negotiate a settlement with the PBGC to avoid an involuntary plan termination. In connection with such negotiated settlement, Ford shall endeavor not to grant to the PBGC a security interest in the assets of Ford Credit that has priority over the claims of unsecured creditors of Ford Credit.

8.  All determinations to be made under this Agreement shall be made in accordance with, or with reference to financial statements prepared in accordance with, United States generally accepted accounting principles. For purposes of this Agreement, the term "lease receivables" shall mean "net investment in operating leases" as stated on or reflected in Ford Credit's consolidated financial statements.

9.  During the term of this Agreement, Ford Credit shall continue to make inventory and capital financing generally available to dealers of vehicles manufactured or sold by Ford or its Automotive Affiliates and shall continue to make retail and lease financing generally available to such dealers' customers to substantially the same extent that Ford Credit has historically made such services available, so long as providing such services to such an extent would not result in a breach of any of the foregoing provisions. Nothing herein precludes Ford Credit from providing or continuing to provide financial services to automotive manufacturers other than Ford or its Automotive Affiliates.

10.  In addition to any rights of set-off Ford and Ford Credit may have against the other as a matter of law or otherwise, (a) upon Ford Credit having failed, or being reasonably expected by Ford to fail, to make payments in the ordinary course of business on a Ford Credit Obligation or upon the commencement of any bankruptcy, insolvency or similar proceeding of Ford Credit or any Credit Affiliate, Ford will have the right (but will not be obliged) without prior notice to Ford Credit or any other person to set-off any Ford Credit Obligations (whether matured or contingent, regardless of the currency or terms of the obligation) against Ford Obligations (whether matured or contingent, regardless of the currency or terms of the obligation) and (b) upon Ford having failed to, or being reasonably expected by Ford Credit to fail to, make payments in the ordinary course of business on a Ford Obligation or upon the commencement of any bankruptcy, insolvency or similar proceeding of Ford or an Automotive Affiliate, Ford Credit will have the right (but will not be obliged) without prior notice to Ford or any other person to set-off any Ford Obligations (whether matured or contingent, regardless of the currency or terms of the obligation) against Ford Credit Obligations (whether matured or contingent, regardless of the currency or terms of the obligation). If the amount of either a Ford Obligation or a Ford Credit Obligation is unascertained, Ford or Ford Credit (as the case may be) may in good faith estimate that obligation and set-off in respect of the estimate, subject to Ford or Ford Credit (as the case may be) accounting to the other when the amount of such obligation is ascertained. For the avoidance of doubt, it is understood that nothing in this paragraph creates a security interest. For purposes of this Agreement, the Ford Obligations shall consist of the following obligations (whether or not then due) of Ford or an Automotive Affiliate to Ford Credit or a Credit Affiliate: (i) interest rate subvention; (ii) lease residual subvention; (iii) intercompany payables; (iv) notes payable; (v) uncollateralized guarantees; (vi) FMC Related Receivables; and (vii) any other obligation of, or guaranteed by, Ford or an Automotive Affiliate owing to Ford Credit or a Credit Affiliate whether or not it would appear as an asset on a consolidated balance sheet of Ford Credit. For purposes of this Agreement, the Ford Credit Obligations shall consist of the following obligations (whether or not then due) of Ford Credit or a Credit Affiliate to Ford or an Automotive Affiliate: (i) notes payable; (ii) intercompany payables; (iii) retiree healthcare and life insurance payables; (iv) intercompany payables for taxes; and (v) any other obligation of Ford Credit or a Credit Affiliate owing to Ford or an Automotive Affiliate. The parties agree that interest rate and lease subvention obligations of Ford and Automotive Affiliates may be prepaid at any time and from time to time, and if the agreements for such obligations do not contain prepayment provisions, then the value of such subvention obligations for purposes of any prepayment thereof shall be calculated as the present value thereof obtained by applying the then-current discount rate that has been agreed to between Ford and Ford Credit. For purposes of this Agreement, the FMC Related Receivables means the following types of receivables purchased by or assigned to Ford Credit or Credit Affiliates from Ford or Automotive Affiliates, or originated by Ford Credit or Credit Affiliates, each of which may be guaranteed (in whole or in part) by Ford or an Automotive Affiliate: receivables related to the sale of automotive parts and accessories by Ford or an Automotive Affiliate (US, Canada, Europe and Asia Pacific), receivables related to the Ford Rent A Car (FRAC) program, receivables related to the company car program (US, Europe and Asia), receivables related to the chassis converter program (US) and receivables related to the used vehicle repurchase program (US, Canada and Europe); provided, however, that FMC Related Receivables shall not include any of the foregoing receivables that have been sold in an on- or off-balance sheet securitization or other structured financing transaction.

11.  During the term of this Agreement, Ford shall, and hereby does, guarantee to Ford Credit the Ford Obligations of Automotive Affiliates, and Ford Credit shall, and hereby does, guarantee to Ford the Ford Credit Obligations of Credit Affiliates.

12.  This Agreement shall be construed and interpreted in accordance with, and governed by, the internal laws of the State of New York, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.

13.  This Agreement shall terminate on the Termination Date, which shall initially be December 11, 2011. On December 11, 2007, and on each December 11 thereafter during the term of this Agreement, the Termination Date shall be extended automatically for an additional one-year period (ending on the December 11 next following the then-current Termination Date) unless either party shall have given the other party written notice during the period beginning on the July 1 and ending on the November 1 immediately preceding such December 11, specifying its election not to extend the Termination Date beyond the then-current Termination Date and that the term of this Agreement shall, therefore, expire on such then-current Termination Date. Notwithstanding the foregoing, the provisions of paragraph 10 relating to set-off shall survive the termination of this Agreement.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

FORD MOTOR COMPANY			FORD MOTOR CREDIT COMPANY
By:	/s/ Ann Marie Petach		By:	/s/ Kenneth R. Kent
	Ann Marie Petach			Kenneth R. Kent
	Vice President and Treasurer			Vice Chairman, Chief Financial Officer and Treasurer

 

5

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AMENDED AND RESTATED

TAX SHARING AGREEMENT

BETWEEN FORD MOTOR COMPANY AND

FORD MOTOR CREDIT COMPANY

THIS TAX SHARING AGREEMENT (this “Agreement”) dated December 12, 2006, is made and entered into by Ford Motor Company (“Ford”), a Delaware corporation, and Ford Motor Credit Company (“Ford Credit”), a Delaware corporation.

RECITALS

WHEREAS, Ford is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and of combined groups as defined under similar laws of other jurisdictions and Ford Credit is a member of such groups; and

WHEREAS, the groups of which Ford is the common parent and Ford Credit is a member file or intend to file Consolidated Returns and Combined Returns; and

WHEREAS, Ford and Ford Credit desire to provide for the allocation of liabilities and procedures to be followed with respect to certain tax matters arising on and after January 1, 2006.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1.   Definitions

1.1.  “Adjusted Tax Asset Balance” means Ford Credit's aggregate Tax Assets adjusted to reflect only the portion of such assets that Ford determines to have resulted in an actual cash tax benefit to the Ford Group.

1.2.  “Audit” includes any audit, assessment of Taxes, other examination by any Tax Authority, proceeding, or appeal of such proceeding relating to Taxes, whether administrative or judicial.

1.3.   “Combined   Group” means, for each Non-Federal Combined Tax, the group of corporations or other entities that files the Combined Return.

1.4.  “Combined Return” means any Tax Return with respect to Non-Federal Taxes filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis wherein Ford Credit joins in the filing of such Tax Return (for any taxable period or portion thereof) with Ford or one or more Ford Affiliates.

1.5.  “Consolidated Group” means an affiliated group of corporations within the meaning of Section 1504(a) of the Code of which Ford is the common parent and that files a consolidated return.

1.6.  “Consolidated Return” means any Tax Return with respect to Federal Income Taxes filed on a consolidated basis wherein Ford Credit joins in the filing of such Tax Return (for any taxable period or portion thereof) with Ford or one or more Ford Affiliates.

1.7.   “Contingent Tax Liability" means Ford's estimate of an expected Redetermination Amount.

1.8.  “Estimated Tax Installment Date” means the installment due dates prescribed in Section 6655(c) of the Code (presently April 15, June 15 , September 15 and December 15).

1.9.   “Federal Income Tax” means any tax imposed under Subtitle A of the Code (including the taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code) and any other income based United States Federal Tax which is hereinafter imposed upon corporations.

1.10.  “Federal Tax” means any Tax imposed or required to be withheld by any Tax Authority of the United States.

1.11.   “Final Determination” means any of (a) the final resolution of any Tax (or other matter) for a taxable period that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, including (1) by the expiration of a statute of limitations (giving effect to any extension, waiver or mitigation thereof) or a period for the filing of claims for   refunds, amending Tax Returns, appealing from adverse determinations, or recovering any refund (including by offset), (2) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable, (3) by a closing agreement or an accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreements under laws of other jurisdictions, (4) by execution of an Internal Revenue Service Form 870AD, or by a comparable form under the laws of other jurisdictions (excluding, however, with respect to a particular Tax Item for a particular taxable period any such form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of the Taxing Authority to assert a further deficiency with respect to such Tax Item for such period), or (5) by any allowance of a refund or credit, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of offset) or (b) the payment of Tax by any member of the Consolidated Group or Combined Group with respect to any Tax Item disallowed or adjusted by a Taxing Authority provided that Ford determines that no action should be taken to recoup such payment.

1.12.   “Ford Credit Combined Tax Liability” means, with respect to any taxable period, Ford Credit's liability for Non-Federal Combined Taxes as determined under Section 3.3 of this Agreement.

1.13.  “Ford Credit Federal Income Tax Liability” means, with respect to any taxable period, Ford Credit's liability for Federal Income Taxes as determined under Section 3.2 of this Agreement.

1.14.  “Ford Affiliate” means any corporation or other entity directly or indirectly controlled by Ford, but excluding Ford Credit.

1.15.  “Ford Group” means the affiliated group of corporations as defined in Section

1504(a) of the Code, or similar group of entities as defined under corresponding provisions of the laws of other jurisdictions, of which Ford is the common parent, and any corporation or other entity which may be, may have been or may become a member of such group from time to time, but excluding Ford Credit.

1.16.  “Non-Federal Combined Tax” means any Non-Federal Tax with respect to which a Combined Return is filed.

1.17.  “Non-Federal Separate Tax” means any Non-Federal Tax other than a Non-Federal Combined Tax.

1.18 .   “Non-Federal Tax” means any Tax other than a Federal Tax.

1.19.  “Pro Forma Ford Credit Combined Return” means a pro forma Non-Federal Combined Tax return or other schedule prepared pursuant to Section 3.3 of this Agreement.

1.20.  “Pro Forma Ford Credit Federal Return” means a pro forma Federal Income Tax return or other schedule prepared pursuant to Section 3.2 of this Agreement.

1.21. “Redetermination Amount” means, with respect to any Tax for any taxable period, the amount determined under Section 4.7 of this Agreement.

1.22.  “Tax” means any charges, fees, levies, imposts, duties, or other assessments of a similar nature, including income, alternative or add-on minimum, gross receipts, profits, lease, service, service use, wage, wage withholding, employment, workers compensation, business occupation, occupation, premiums, environmental, estimated, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, collection, windfall profits, withholding, social security, unemployment, disability, ad valorem, highway use, commercial rent, capital stock, paid up capital, recording, registration, property, real property gains, value added, business license, customs duties, or other tax or governmental fee of any kind whatsoever, imposed or required to be withheld by any Tax Authority.

1.23.  “Tax Asset” means any Tax Item that could reduce a Tax, including a net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or credit related to alternative minimum tax.

1.24.  “Tax Authority” means any governmental authority or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or Imposition of any Tax (including the Internal Revenue Service).

1.25.  "Tax Item” means any item of income, gain, loss, deduction or credit, or other attribute than may have the effect of increasing or decreasing any Tax.

1.26.  “Tax Return” means any return, report, schedule, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) required to be supplied to, or flied with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

Section 2. In General

2.1.   Preparation and Filing of Tax   Returns. Ford shall have the sole and exclusive responsibility for the preparation and filing of all Consolidated Returns and all Combined Returns. Ford shall have the exclusive right, in its sole discretion, with respect to any such Tax Return to determine (a) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (b) whether any extensions may be requested, (c) the elections that will be made by Ford, any Ford Affiliate and Ford Credit in such Tax Return, (d) whether any amended Tax Returns shall be flied, (e) whether any claims for refund shall be made, (f) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (g) whether to retain outside specialists to prepare such Tax Return, whom to retain for such purpose and the scope of any such retainer; provided, however, that Ford shall consult with Ford Credit senior management prior to making any determination that would have a material affect on Ford Credit operations.

2.2.  Audits. Ford shall have the exclusive right, in its sole discretion, to control, contest,   and represent the interests of Ford, any Ford Affiliate and Ford Credit in any Audit relating to any Tax Return described in Section 2.1 of this Agreement and to resolve, settle, or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Ford shall consult Ford Credit senior management with respect to any issue that would reasonably be expected to have a material affect on Ford Credit.

2.3.   Agent. Ford Credit hereby irrevocably designates Ford as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as Ford, in its sole discretion, may deem appropriate in any and all matters (including Audits) relating to any Tax Return described in Section 2.1 of this Agreement.

2.4.  Provision of Information. Ford Credit shall (a) furnish to Ford in a timely manner such information and documents as Ford may reasonably request for purposes of (1) preparing any Tax Return described in Section 2.1 of this Agreement, (2) contesting or defending any Audit of any Tax Return described in Section 2.1 of this Agreement, and (3) making any determination or computation necessary or appropriate under this Agreement, (b) cooperate in any Audit of any Tax Return described in Section 2.1 of this Agreement, (c) retain and provide on demand books, records, documentation or other information relating to any Tax Return until the later of (1) the expiration of the applicable statute of limitations (giving effect to any extension, waiver, or mitigation thereof) and (2) in the event any claim is made under this Agreement for which such information is relevant, until a Final Determination with respect to such claim, and (d) take such action as Ford may deem appropriate in connection with any of the foregoing.

Section 3. Tax Sharing

3.1.  Ford Credit Liability for Federal Income Taxes and Non-Federal Combined Taxes . For each taxable period, Ford Credit shall be liable for an amount equal to the sum of the Ford Credit Federal Income Tax Liability and the Ford Credit Combined Tax Liability for such taxable period.

3.2.  Ford Credit Federal Income Tax Liability. With respect to each taxable period, the Ford Credit Federal Income Tax Liability shall be Ford Credit's liability for Federal Income Taxes for such period as determined on a Pro Forma Ford Credit Federal Return prepared:

(a)  on the basis of the Consolidated Return for such period, determined by including only Tax Items of Ford Credit and its subsidiaries which are included in the Consolidated Return, and

(b)  without regard to graduated rates of tax.

3.3.  Ford Credit Combined Tax Liability. (a) In General. With respect to each taxable period, the Ford Credit Combined Tax Liability shall be the sum, for such taxable period, of Ford Credit's liability for each Non-Federal Combined Tax, as determined on a Pro Forma Ford Credit Combined Return.

(b)  Pro Forma Ford Credit Combined Return. For each taxable period, Ford shall prepare or cause to be prepared a Pro Forma Ford Credit Combined Return for each Non-Federal Combined Tax by reference to:

 

3.4.   Ford Credit Unused Tax Assets. (a) In General. With respect to its Tax Assets not otherwise taken into account under Section 3.2 or 3.3 of this Agreement, Ford shall pay Ford Credit, at expiration of the relevant statutory carryforward period; provided, however, that for any Tax Asset other than foreign tax credits, Ford's payment to Ford Credit shall be limited to an amount determined by comparing (i) the Consolidated (or Combined) Group's liability for Federal Income Taxes (or Non-Federal Combined Taxes) computed by taking into account such Tax Assets to (ii) the Consolidated (or Combined) Group's liability for Federal Income Taxes (or Non-Federal Combined Taxes) computed without taking into account such Tax Assets. Ford shall pay Ford Credit the full amount of its foreign tax credits.

Section 4. Payment   of Taxes and Tax Sharing Amounts

4.1.  Federal Income Taxes. Ford shall pay to the Internal Revenue Service all Federal Income Taxes, if any, of the Consolidated Group due and payable for all taxable periods.

4.2.   Non-Federal Combined Taxes. Ford shall pay to the appropriate Tax Authorities all Non-Federal Combined Taxes, if any, of   the Combined Group due   and payable for all taxable periods.

4.3.   Non-Federal Separate Taxes.   Ford Credit shall pay (or cause to be paid) to the appropriate Tax Authorities all Non-Federal Separate Taxes, if any, of Ford Credit and its subsidiaries due and payable for all taxable periods.

4.4.  Other Federal Taxes. The parties shall each pay (or cause to be paid) to the appropriate Tax Authorities all of their respective Federal Taxes (excluding Federal Income Taxes which are governed by Section 4.1 of this Agreement), if any, due and payable for all taxable periods.

4.5.  Tax Sharing Installment   Payments. (a) Federal Income Taxes. Ford may, in its sole discretion, deliver to Ford Credit a schedule, not later than five business days prior to any Estimated Tax Installment Date with respect to any taxable period, setting forth the estimated amount of the related installment of the Ford Credit Federal Income Tax Liability determined under the principles of Section 6655 of the Code. Ford Credit shall pay Ford in accordance with their customary intercompany settlement procedure.

(b)   Non-Federal Combined Taxes. Not later than September 30 of each taxable year, Ford shall deliver to Ford Credit an estimate of the Ford Credit Combined Tax Liability for the taxable year. Ford Credit shall then pay to Ford, in accordance with their customary intercompany settlement procedure, the amount thus determined.

4.6.  Tax Sharing True-up Payments. (a) Federal Income Taxes. Not later than 45 business days after the Consolidated Return is filed with respect to any taxable period, Ford shall deliver to Ford Credit a Pro Forma Ford Credit Federal Return reflecting the Ford Credit Federal Income Tax Liability. Upon receipt, Ford Credit shall pay to Ford, or Ford shall pay to Ford Credit, as appropriate, in accordance with their customary intercompany settlement procedure, an amount equal to the difference, if any, between the Ford Credit Federal Income Tax Liability for the taxable period and the aggregate amount, if any, paid by Ford Credit with respect to such taxable period under Section 4.5(a) of this Agreement.

(b)  Non-Federal Taxes. Not later than 45 business days after the last Combined Return is filed with respect to any taxable period, Ford shall deliver to Ford Credit a schedule based upon the Pro Forma Ford Credit Combined Returns for such period reflecting the Ford Credit Combined Tax Liability. Upon receipt, Ford Credit shall pay to Ford, or Ford shall pay to Ford Credit, as appropriate, in accordance with their customary intercompany settlement procedure, an amount equal to the difference, if any, between the Ford Credit Combined Tax Liability for the taxable period and the amount paid by Ford Credit with respect to such taxable period under Section 4.5(b) of this Agreement.

4.7.  Redetermination Amounts. (a) In General. Ford shall deliver to Ford Credit a schedule reflecting the computation of a Redetermination Amount for any affected tax year at such time as Ford and Ford Credit may agree; provided, however, that in the event of any redetermination as a result of a Final Determination Ford shall deliver such schedule to Ford Credit within 120 days of the date of the Final Determination. Ford Credit shall pay Ford or Ford shall pay Ford Credit, as the case may be, in accordance with their customary intercompany settlement procedure, the Redetermination Amount.

(b)  Computation. A Redetermination Amount for a Tax for a taxable period shall be the difference between the net amount of all amounts previously determined under Section 3 of this Agreement for such taxable period and the net amount of all amounts that would have been determined under Section 3 of this Agreement taking such redetermination into account.

4.8.   Interest on Contingent Tax Liabilities/Tax Assets. (a) Net Contingent Tax Liability. If Ford Credit's Contingent Tax Liabilities exceed its Adjusted Tax Asset Balance, Ford Credit shall pay Ford interest on the excess at the rate established under 6621(a)(2) of the Code.

(b)  Net Adjusted Tax Asset Balance. If Ford Credit's Adjusted Tax Asset Balance exceeds its Contingent Tax Liabilities, Ford shall pay Ford Credit interest on the excess at a rate equal to Ford Credit's weighted average after-tax cost of capital.

(c)  Payment. Ford shall deliver to Ford Credit a schedule reflecting the interest on the net Contingent Tax Liabilities or net Adjusted Tax Asset Balance no later than one month prior to the end of each calendar year quarter. Ford Credit shall pay Ford or Ford shall pay Ford Credit, as the case may be, in accordance with their customary intercompany settlement procedure, the interest amount.

4.9.  Deferred Payment. Ford and Ford credit may agree that payments under Sections 4.5 through 4.7 of this Agreement may be made after the period prescribed. Payments that are not made within the prescribed period shall thereafter bear interest at a rate to be agreed upon by Ford and Ford Credit.

Section 5. Miscellaneous

5.1.  Effectiveness; Term. This Agreement shall become effective upon execution by both parties hereto. This Agreement shall apply to tax matters arising on and after January 1, 2006 and all rights and obligations arising hereunder shall survive until the later of (a) when they are fully effectuated or performed or (b) the expiration of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof).

5.2.  Changes in Law. Any reference to a provision of the Code or a law of another jurisdiction shall include a reference to any applicable successor provision or law.

5.3.  Confidentiality. Each party shall hold and cause its advisors and consultants to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all information (other than any such information relating solely to the business or affairs of such party) concerning the other parties hereto furnished it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party, or (c) later lawfully acquired from other sources not under a duty of confidentiality by the party to which it was furnished), and each party shall not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants who shall be advised of and agree to be bound by the provisions of this Section 5.3. Each party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

5.4.  Successors. This Agreement shall be binding on and inure to the benefit of any successor, by merger, acquisition of assets or otherwise, to any of the parties hereto, to the same extent as if such successor had been an original party.

5.6.  Authorization, etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

5.7.  Section Captions. Section captions used in this Agreement are for convenience and reference only and shall not affect the construction of this Agreement.

5.8.  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to laws and principles relating to conflicts of law.

5.9.  Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

5.10.  Waivers and Amendments. This Agreement shall not be waived, amended or otherwise modified except in writing, duly executed by all of the parties hereto.

5.11.   Severability. If any provision of this Agreement is held to be invalid, void, illegal or unenforceable, the remaining provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. In the event any provision is held to be invalid, void, illegal or unenforceable, the parties hereto shall use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such provision.

5.12.   No Third Party Beneficiaries. This Agreement is solely for the benefit of Ford, the Ford Affiliates and Ford Credit and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other rights in excess of those existing without this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

	FORD MOTOR COMPANY
	By:	/s/ Diane P. Dossin
		Diane P. Dossin
		Assistant Tax Officer
	FORD MOTOR CREDIT COMPANY
	By:	/s/ Kenneth R. Kent
		Kenneth R. Kent
		Vice Chairman, Chief Financial Officer and Treasurer

 

 

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