Exhibit 99.3
PURCHASE AGREEMENT
by and between
FORD MOTOR CREDIT COMPANY
as Seller,
FORD CREDIT AUTO RECEIVABLE TWO L.P.,
as Purchaser,
Dated as of October 1, 2000
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (as from time to time amended,
supplemented or otherwise modified and in effect, this "Agreement") is made as
of the 1st day of October 2000, by and between FORD MOTOR CREDIT COMPANY, a
Delaware corporation (the "Seller"), having its principal executive office at
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and FORD CREDIT AUTO RECEIVABLES
TWO L.P., a Delaware limited partnership (the "Purchaser"), having its principal
executive office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, in the regular course of its business, the Seller
purchases certain motor vehicle retail installment sale contracts secured by new
and used automobiles and light trucks from motor vehicle dealers.
WHEREAS, the Purchaser desires to purchase a portfolio of such
motor vehicle retail contracts on the Closing Date and on Subsequent Transfer
Dates during the Revolving Period.
WHEREAS, the Seller and the Purchaser wish to set forth the
terms pursuant to which the Receivables and related property are to be sold,
transferred, assigned and otherwise conveyed by the Seller to the Purchaser from
time to time, which Receivables will be transferred by the Purchaser pursuant to
the Sale and Servicing Agreement and Second Tier Subsequent Assignments to the
Ford Credit Auto Owner Trust 2000-F to be created pursuant to the Trust
Agreement, which Trust will issue notes secured by such Receivables and certain
other property of the Trust, pursuant to the Indenture, and will issue
certificates representing beneficial interests in such Receivables and certain
other property of the Trust, pursuant to the Trust Agreement.
NOW, THEREFORE, in consideration of the foregoing, other good
and valuable consideration, and the mutual terms and covenants contained herein,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND USAGE
1.1 Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used but not otherwise defined herein are defined in
Appendix A hereto, which also contains rules as to usage that shall be
applicable herein. The term "Seller" herein shall mean Ford Motor Credit
Company.
ARTICLE II
CONVEYANCE AND ACQUISITION OF RECEIVABLES
2.1 Conveyance and Acquisition of Receivables
On the Closing Date, subject to the terms and conditions of
this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Seller, the Receivables and the other property
relating thereto (as defined below), and on each Subsequent Transfer Date,
subject to the terms of and conditions of this Agreement and the related First
Tier Subsequent Assignment, the Purchaser agrees to purchase and the Seller
agrees to sell Additional Receivables and the other property relating thereto.
(a) Conveyance of Initial Purchased Property. Effective as of the Closing Date
and simultaneously with the transactions pursuant to the Indenture, the Sale and
Servicing Agreement and the Trust Agreement, the Seller hereby sells, transfers,
assigns and otherwise conveys to the Purchaser, without recourse, all right,
title and interest of the Seller, whether now owned or hereafter acquired, in
and to the following (collectively, the "Initial Purchased Property"): (i) the
Initial Receivables; (ii) with respect to Initial Receivables which are
Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date
(including Payaheads) and, with respect to Initial Receivables which are Simple
Interest Receivables, monies due or received thereunder on or after the Initial
Cutoff Date (including in each case any monies received prior to the Initial
Cutoff Date that are due on or after the Initial Cutoff Date and were not used
to reduce the principal balance of the Initial Receivable); (iii) the security
interests in the Financed Vehicles granted by Obligors pursuant to the Initial
Receivables and any other interest of the Seller in the Financed Vehicles; (iv)
rights to receive proceeds with respect to the Initial Receivables from claims
on any physical damage, credit life, credit disability, or other insurance
policies covering Financed Vehicles or Obligors; (v) Dealer Recourse with
respect to Initial Receivables; (vi) all of the Seller's rights to the
Receivable Files with respect to the Initial Receivables; (vii) payments and
proceeds with respect to the Initial Receivables held by the Seller; (viii) all
property (including the right to receive Liquidation Proceeds) securing an
Initial Receivable (other than an Initial Receivable repurchased by the Seller);
(ix) rebates of premiums and other amounts relating to insurance policies and
other items financed under the Initial Receivables in effect as of the Initial
Cutoff Date; and (x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing.
(b) Conveyance of Subsequent Purchased Property. Subject to satisfaction of the
conditions set forth in Section 4.1(b) on each Subsequent Transfer Date, the
Seller shall, pursuant to this Agreement and the related First Tier Subsequent
Assignment, sell, transfer, assign and otherwise convey to the Purchaser,
without recourse, all right, title and interest of the Seller, whether now owned
or hereafter acquired, subject to the terms and conditions of this Agreement and
the related First Tier Subsequent Assignment, in the following (collectively,
the "Subsequent Purchased Property" and, together with the Initial Purchased
Property, the "Purchased Property"): (i) the Additional Receivables listed on
Schedule A to the related First Tier Subsequent Assignment; (ii) with respect to
Additional Receivables which are Actuarial Receivables, monies due thereunder on
or after the related Subsequent Cutoff Date (including Payaheads) and, with
respect to Additional Receivables which are Simple Interest Receivables, monies
due or received thereunder on or after the related Subsequent Cutoff Date
(including in each case any monies received prior to the Subsequent Cutoff Date
that are due on or after the Subsequent Cutoff Date and were not used to reduce
the principal balance of the Additional Receivable); (iii) the security
interests in the Financed Vehicles granted by Obligors pursuant to the
Additional Receivables and any other interest of the Seller in the Financed
Vehicles; (iv) rights to receive proceeds with respect to the Additional
Receivables from claims on any physical damage, credit life, credit disability,
or other insurance policies covering Financed Vehicles or Obligors; (v) Dealer
Recourse with respect to the Additional Receivables; (vi) all of the Seller's
rights to the Receivable Files with respect to such Additional Receivables;
(vii) payments and proceeds with respect to the Additional Receivables held by
the Seller; (viii) all property (including the right to receive Liquidation
Proceeds) securing an Additional Receivable (other than an Additional Receivable
repurchased by the Seller); (ix) rebates of premiums and other amounts relating
to insurance policies and other items financed under the Additional Receivables
in effect as of the related Subsequent Cutoff Date; and (x) all present and
future claims, demands, causes of action and choses in action in respect of any
or all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing.
(c) Initial Receivables Purchase Price. In consideration for the Initial
Purchased Property described in Section 2.1(a) sold by the Seller to the
Purchaser on the Closing Date, the Purchaser shall, on the Closing Date, pay to
the Seller the Initial Receivables Purchase Price. As detailed on Schedule B
hereto, the portion of the Initial Receivables Purchase Price to be paid in cash
is an amount equal to the net cash proceeds from the sale of the Notes to the
Underwriters pursuant to the Underwriting Agreement plus the amount of the cash
capital contribution by the General Partner to the Purchaser on the Closing
Date, minus the Reserve Initial Deposit. The remaining portion of the Initial
Receivables Purchase Price ($130,222,226.51) shall be deemed paid and returned
to the Purchaser and shall be considered a contribution to capital. The portion
of the Initial Receivables Purchase Price to be paid in cash shall be paid by
federal wire transfer (same day) funds.
(d) Additional Receivables Purchase Price. In consideration for the Subsequent
Purchased Property described in Section 2.1(b) sold by the Seller to the
Purchaser on the related Subsequent Transfer Dates, the Purchaser shall, on the
related Subsequent Transfer Date, pay to the Seller an amount equal to the
Additional Receivables Purchase Price. The Additional Receivables Purchase Price
shall be paid in cash by federal wire transfer (same day) funds.
It is understood that the absolute sale, transfer, assignment
and conveyance of the Purchased Property by the Seller to the Purchaser pursuant
to this Agreement and the First Tier Subsequent Assignments shall be without
recourse and the Seller does not guarantee collection of any Receivable,
provided, however, that such sale, transfer, assignment and conveyance shall be
made pursuant to and in reliance on by the Purchaser of the representations and
warranties of the Seller as set forth in Section 3.2(b) hereof.
2.2 The Closing. The sale, assignment, conveyance and acquisition of the Initial
Purchased Property shall take place at a closing (the "Closing") at the offices
of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, NY
10036-6522 on the Closing Date, simultaneously with the closings under: (a) the
Sale and Servicing Agreement pursuant to which the Purchaser will assign all of
its right, title and interest in, to and under the Initial Receivables and
certain other property to the Trust in exchange for the Notes and the
Certificates; (b) the Indenture, pursuant to which the Trust will issue the
Notes and pledge all of its right, title and interest in, to and under the
Initial Receivables and certain other property to secure the Notes; (c) the
Trust Agreement, pursuant to which the Trust will issue the Certificates; (d)
the Underwriting Agreement, pursuant to which the Purchaser will sell to the
Underwriters the Underwritten Securities and (e) the Interest Rate Swap
Agreements, pursuant to which the Trust will hedge the interest rate risk on the
Class A Notes and VPTNs.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Seller as of the date hereof, as of the Closing
Date, as of the date of each First Tier Subsequent Assignment and as of the
related Subsequent Transfer Date:
(a) Organization, etc. The Purchaser has been duly organized and is validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, and has full power and authority to execute and deliver this
Agreement and each First Tier Subsequent Assignment and to perform the terms and
provisions hereof and thereof.
(b) Due Authorization and No Violation. This Agreement and each First Tier
Subsequent Assignment has been duly authorized, executed and delivered by the
Purchaser, and is the legal, valid, binding and enforceable obligation of the
Purchaser except as the same may be limited by insolvency, bankruptcy,
reorganization or other laws relating to or affecting the enforcement of
creditors' rights or by general equity principles.
(c) No Conflicts. The consummation of the transactions contemplated by this
Agreement and each First Tier Subsequent Assignment, and the fulfillment of the
terms hereof or thereof, will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under (in each case material
to the Purchaser), or result in the creation or imposition of any lien, charge
or encumbrance (in each case material to the Purchaser) upon any of the property
or assets of the Purchaser pursuant to the terms of any indenture, mortgage,
deed of trust, loan agreement, guarantee, lease financing agreement or similar
agreement or instrument under which the Purchaser is a debtor or guarantor, nor
will such action result in any violation of the provisions of the Certificate of
Limited Partnership or the Limited Partnership Agreement of the Purchaser.
(d) No Proceedings. No legal or governmental proceedings are pending to which
the Purchaser is a party or of which any property of the Purchaser is the
subject, and no such proceedings are threatened or contemplated by governmental
authorities or threatened by others, other than such proceedings which will not
have a material adverse effect upon the general affairs, financial position, net
worth or results of operations (on an annual basis) of the Purchaser and will
not materially and adversely affect the performance by the Purchaser of its
obligations under, or the validity and enforceability of, this Agreement or any
First Tier Subsequent Assignment.
(e) Fair Market Value. The Purchaser has determined that the Initial Receivables
Purchase Price paid by it for the Initial Purchased Property on the Closing Date
and the Additional Receivables Purchase Price to be paid by it on each
Subsequent Transfer Date for the Subsequent Purchased Property are equal to the
fair market value for such Purchased Property.
3.2 Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants to the Purchaser as of the date
hereof and as of the Closing Date and as of the date of each First Tier
Subsequent Assignment and as of the related Subsequent Transfer Date:
(i) Organization, etc. The Seller has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, and is duly qualified to transact business and is in good standing in
each jurisdiction in the United States of America in which the conduct of its
business or the ownership of its property requires such qualification.
(ii) Power and Authority; Due Authorization; Enforceability. The Seller has
full power and authority to convey and assign the property conveyed and assigned
to the Purchaser hereunder and under each First Tier Subsequent Assignment and
has duly authorized such sale and assignment to the Purchaser by all necessary
corporate action. This Agreement and each First Tier Subsequent Assignment has
been duly authorized, executed and delivered by the Seller and shall constitute
the legal, valid, binding and enforceable obligation of the Seller except as the
same may be limited by insolvency, bankruptcy, reorganization or other laws
relating to or affecting the enforcement of creditors' rights or by general
equity principles.
(iii) No Violation. The consummation of the transactions contemplated by
this Agreement and each First Tier Subsequent Assignment, and the fulfillment of
the terms hereof and thereof, will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under (in each case
material to the Seller and its subsidiaries considered as a whole), or result in
the creation or imposition of any lien, charge or encumbrance (in each case
material to the Seller and its subsidiaries considered as a whole) upon any of
the property or assets of the Seller pursuant to the terms of, any indenture,
mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or
similar agreement or instrument under which the Seller is a debtor or guarantor,
nor will such action result in any violation of the provisions of the
certificate of incorporation or the by-laws of the Seller.
(iv) No Proceedings. No legal or governmental proceedings are pending to
which the Seller is a party or of which any property of the Seller is the
subject, and no such proceedings are threatened or contemplated by governmental
authorities or threatened by others, other than such proceedings which will not
have a material adverse effect upon the general affairs, financial position, net
worth or results of operations (on an annual basis) of the Seller and its
subsidiaries considered as a whole and will not materially and adversely affect
the performance by the Seller of its obligations under, or the validity and
enforceability of, this Agreement or any First Tier Subsequent Assignment.
(v) No Insolvency. With respect to the Additional Receivables as of the
related Subsequent Transfer Date: (A) the Seller was not insolvent and will not
become insolvent as a result of the transfer of such Additional Receivables on
the related Subsequent Transfer Date, (B) the Seller did not intend to incur or
believe that it would incur debts that would be beyond the Seller's ability to
pay as such debts matured, (C) such transfer was not made by the Seller with
actual intent to hinder, delay or defraud any Person and (D) the assets of the
Seller did not constitute unreasonably small capital to carry out its business
as conducted.
(b) The Seller makes the following representations and warranties as to the
Receivables on which the Purchaser relies, or will rely, in accepting the
Receivables. Such representations and warranties speak as of the Closing Date
with respect to the Initial Receivables and as of the applicable Subsequent
Transfer Date with respect to the Additional Receivables, but shall survive the
transfer, assignment and conveyance of the Receivables to the Purchaser and the
subsequent assignment and transfer to the Trust pursuant to the Sale and
Servicing Agreement and pursuant to the Second Tier Subsequent Assignments, and
the pledge thereof to the Indenture Trustee pursuant to the Indenture:
(i) Characteristics of Receivables. Each Receivable (a) shall have been
originated in the United States of America by a Dealer for the retail sale of a
Financed Vehicle in the ordinary course of such Dealer's business, shall have
been fully and properly executed by the parties thereto, shall have been
purchased either (X) by the Seller from a Dealer under an existing dealer
agreement with the Seller and shall have been validly assigned by such Dealer to
the Seller or (Y) by PRIMUS from a Dealer or other finance source (provided that
such purchase relates to an individual Receivable and not a bulk purchase) under
an existing agreement with PRIMUS and shall have been validly assigned by such
Dealer or other finance source to PRIMUS and shall have been validly assigned by
PRIMUS to the Seller in the ordinary course of business, (b) shall have created
or shall create a valid, subsisting, and enforceable first priority security
interest in favor of the Seller in the Financed Vehicle, which security interest
shall be assignable by the Seller to the Purchaser, (c) shall contain customary
and enforceable provisions such that the rights and remedies of the holder
thereof shall be adequate for realization against the collateral of the benefits
of the security, (d) shall provide for level monthly payments (provided that the
payment in the first or last month in the life of the Receivable may be
minimally different from the level payment) that fully amortize the Amount
Financed by maturity and yield interest at the Annual Percentage Rate, (e) shall
provide for, in the event that such contract is prepaid, a prepayment that fully
pays the Principal Balance, and (f) is an Actuarial Receivable or a Simple
Interest Receivable.
(ii) Schedule of Receivables. The information set forth in the related
Schedule of Receivables shall be true and correct in all material respects as of
the opening of business on the related Cutoff Date, and no selection procedures
believed to be adverse to the Noteholders or the Certificateholders shall have
been utilized in selecting the Receivables from those receivables which meet the
criteria contained herein. The computer tape or other listing regarding the
Receivables made available to the Purchaser and its assigns is true and correct
in all material respects.
(iii) Compliance with Law. Each Receivable and the sale of the Financed
Vehicle shall have complied at the time it was originated or made and each
Initial Receivable at the execution of this Agreement and each Additional
Receivable at the execution of the related First Tier Subsequent Assignment
shall comply in all material respects with all requirements of applicable
federal, State, and local laws, and regulations thereunder, including, without
limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Federal Trade Commission Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇ Warranty Act,
the Federal Reserve Board's Regulations B and Z, and State adaptations of the
National Consumer Act and of the Uniform Consumer Credit Code, and other
consumer credit laws and equal credit opportunity and disclosure laws.
(iv) Binding Obligation. Each Receivable shall represent the genuine,
legal, valid, and binding payment obligation of the Obligor, enforceable by the
holder thereof in accordance with its terms subject to the effect of bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of
creditors' rights generally.
(v) No Government Obligor. None of the Receivables shall be due from the
United States of America or any State or from any agency, department, or
instrumentality of the United States of America, any State or political
subdivision of either thereof.
(vi) Security Interest in Financed Vehicle. Immediately prior to the
transfer, assignment and conveyance thereof, each Receivable shall be secured by
a first priority, validly perfected security interest in the Financed Vehicle in
favor of the Seller as secured party or all necessary and appropriate actions
shall have been commenced that would result in a first priority, validly
perfected security interest in the Financed Vehicle in favor of the Seller as
secured party.
(vii) Receivables in Force. No Receivable shall have been satisfied,
subordinated, or rescinded, nor shall any Financed Vehicle have been released
from the lien granted by the related Receivable in whole or in part.
(viii) No Waiver. No provision of a Receivable shall have been waived.
(ix) No Defenses. No right of rescission, setoff, counterclaim, or defense
shall have been asserted or threatened with respect to any Receivable.
(x) No Liens. To the best of the Seller's knowledge, no liens or claims
shall have been filed for work, labor, or materials relating to a Financed
Vehicle that shall be liens prior to, or equal with, the security interest in
the Financed Vehicle granted by the Receivable.
(xi) No Default. Except for payment defaults continuing for a period of not
more than thirty (30) days as of the related Cutoff Date, no default, breach,
violation, or event permitting acceleration under the terms of any Receivable
shall have occurred; and no continuing condition that with notice or the lapse
of time would constitute a default, breach, violation, or event permitting
acceleration under the terms of any Receivable shall have arisen as of the
related Cutoff Date; and the Seller shall not waive any of the foregoing.
(xii) Insurance. With respect to each Receivable, the Seller, in accordance
with its customary standards, policies and procedures, shall have determined
that, as of the date of origination of each Receivable, the Obligor had obtained
or agreed to obtain physical damage insurance covering the Financed Vehicle.
(xiii) Title. It is the intention of the Seller that the transfers and
assignments contemplated herein and in each First Tier Subsequent Assignment
constitute an absolute sale, transfer, assignment and conveyance of the
Receivables from the Seller to the Purchaser and that the beneficial interest in
and title to the Receivables not be part of the Seller's estate in the event of
the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. No Receivable has been sold, transferred, assigned, conveyed or
pledged by the Seller to any Person other than the Purchaser. Immediately prior
to the transfer and assignment contemplated herein and in any First Tier
Subsequent Assignment, the Seller had good and marketable title to each
Receivable free and clear of all Liens, encumbrances, security interests,
participations and rights of others (limited, in the case of mechanics' liens,
tax liens and liens attaching to the related Receivables by operation of law, to
the best of the Seller's knowledge) and, immediately upon the transfer thereof,
the Purchaser shall have good and marketable title to each Receivable, free and
clear of all Liens, encumbrances, security interests, participations and rights
of others; and the transfer of the Purchased Property has been perfected under
the UCC.
(xiv) Valid Assignment. No Receivable shall have been originated in, or
shall be subject to the laws of, any jurisdiction under which the sale,
transfer, assignment and conveyance of such Receivable under this Agreement or
any First Tier Subsequent Assignment or pursuant to transfers of the Notes or
the Certificates shall be unlawful, void, or voidable. The Seller has not
entered into any agreement with any account debtor that prohibits, restricts or
conditions the assignment of any portion of the Receivables.
(xv) All Filings Made. All filings (including, without limitation, UCC
filings) necessary in any jurisdiction to give the Purchaser a first priority,
validly perfected ownership interest in the Receivables shall have been made.
(xvi) Chattel Paper. Each Receivable constitutes "chattel paper" as defined
in the UCC.
(xvii) One Original. There shall be only one original executed copy of each
Receivable. The Seller, or its custodian, has possession of such original with
respect to each Receivable.
(xviii) New and Used Vehicles. Each Receivable shall be secured by a new or
used vehicle. 70.00% of the aggregate Principal Balance of the Initial
Receivables, constituting 63.04% of the number of Initial Receivables as of the
Initial Cutoff Date, represent vehicles financed at new vehicle rates, and the
remainder of the Initial Receivables represent vehicles financed at used vehicle
rates. With respect to the Additional Receivables purchased on a Subsequent
Transfer Date, the percentage of Additional Receivables added on such Subsequent
Transfer Date with respect to vehicles financed at new vehicle rates by
Principal Balance shall be equal to or greater than 69.00% of the aggregate
Principal Balance of the Additional Receivables acquired by the Purchaser on
such Subsequent Transfer Date, and the remainder shall represent vehicles
financed at used vehicle rates.
(xix) Amortization Type. Each Receivable will be an Actuarial Receivable or
a Simple Interest Receivable. By aggregate Principal Balance as of the Initial
Cutoff Date, 00.02% of the Initial Receivables constitute Actuarial Receivables
and 99.98% of the Initial Receivables constitute Simple Interest Receivables.
(xx) Origination. Each Initial Receivable shall have an origination date on
or after October 1, 1998. Each Additional Receivable shall have an origination
date no more than 24 months prior to the applicable Subsequent Cutoff Date.
(xxi) PRIMUS. 11.91% of the aggregate Principal Balance of the Initial
Receivables as of the Initial Cutoff Date, represent Initial Receivables
originated through PRIMUS, and the remainder of the Initial Receivables were
originated through Ford Credit (excluding PRIMUS). With respect to the
Additional Receivables purchased on a Subsequent Transfer Date, the percentage
of Additional Receivables added on such Subsequent Transfer Date purchased by
Ford Credit (but not by PRIMUS) by Principal Balance shall be greater than or
equal to 87.59% of the aggregate Principal Balance of the Additional Receivables
acquired by the Purchaser on such Subsequent Transfer Date.
(xxii) Maturity of Receivables. Each Initial Receivable shall have an
original maturity of not greater than sixty (60) months. Each Additional
Receivable shall have an original maturity not greater than sixty (60) months, a
final maturity date no later than 6 months prior to the Final Scheduled
Distribution Date of the Class D Certificates, and a remaining term to maturity
not exceeding 60 months as of the applicable Subsequent Cutoff Date. With
respect to the Additional Receivables purchased on a Subsequent Transfer Date,
the weighted average remaining term of the Additional Receivables purchased on
such Subsequent Transfer Date shall not be greater than 49.1 months.
(xxiii) Annual Percentage Rates. The Annual Percentage Rate of each
Receivable shall be not less than 1.80% and not greater than 20.00%. With
respect to the Additional Receivables purchased on a Subsequent Transfer Date
during the Revolving Period, the weighted Annual Percentage Rate of the
Additional Receivables purchased on such Subsequent Transfer Date shall not be
less than 7.53%.
(xxiv) Scheduled Payments. Each Receivable shall have a first Scheduled
Payment due, in the case of Actuarial Receivables, or a first scheduled due
date, in the case of the Simple Interest Receivables, on or prior to the last
calendar day of the month of the related Cutoff Date and no Receivable shall
have a payment that is more than thirty (30) days overdue as of the related
Cutoff Date.
(xxv) Location of Receivable Files. The Receivable Files shall be kept at
one or more of the locations listed in Schedule A-1 hereto or the offices of one
of the custodians specified in Schedule A-2 hereto.
(xxvi) No Extensions. The number of Scheduled Payments, in the case of
Actuarial Receivables, and the number of scheduled due dates, in the case of
Simple Interest Receivables, shall not have been extended on or before the
related Cutoff Date on any Receivable.
(xxvii) Other Data. The numerical data relating to the characteristics of
the Initial Receivables contained in the Prospectus are true and correct in all
material respects.
(xxviii) Agreement. The representations and warranties in this Agreement
shall be true.
(xxix) No Receivables Originated in Alabama or Pennsylvania. No Receivable
shall have been originated in Alabama or Pennsylvania.
(xxx) Purchase Prices. The Seller has determined that the Initial
Receivables Purchase Price received by it for the Initial Purchased Property on
the Closing Date and the Additional Receivables Purchase Price to be received by
it for the Subsequent Purchased Property on each Subsequent Transfer Date are
equal to the fair market value for such Purchased Property.
ARTICLE IV
CONDITIONS
4.1 Conditions to Obligation of the Purchaser. The obligation of the Purchaser
to purchase the Initial Receivables on the Closing Date is subject to the
satisfaction of the following conditions:
(i) Representations and Warranties True. The representations and warranties
of the Seller hereunder, shall be true and correct on the Closing Date with the
same effect as if then made, and the Seller shall have performed all obligations
to be performed by it hereunder on or prior to the Closing Date.
(ii) Computer Files Marked. The Seller, at its own expense, on or prior to
the Closing Date, shall indicate in its computer files, in accordance with its
customary standards, policies and procedures, that the Initial Receivables have
been conveyed to the Purchaser pursuant to this Agreement and shall deliver to
the Purchaser the Schedule of Initial Receivables certified by an officer of the
Seller to be true, correct and complete.
(iii) Documents to be Delivered by the Seller at the Closing.
(A) The Assignment. On the Closing Date, the Seller will execute and deliver
the Assignment. The Assignment shall be substantially in the form of Exhibit A
hereto.
(B) Evidence of UCC Filing. On or prior to the Closing Date, the Seller shall
record and file, at its own expense, a UCC-1 financing statement in each
jurisdiction in which required by applicable law, executed by the Seller, as
seller or debtor, and naming the Purchaser, as purchaser or secured party,
naming the Initial Receivables and the other property conveyed hereunder,
meeting the requirements of the laws of each such jurisdiction and in such
manner as is necessary to perfect the transfer, assignment and conveyance of
such Initial Receivables to the Purchaser. The Seller shall deliver a
file-stamped copy, or other evidence satisfactory to the Purchaser of such
filing, to the Purchaser on or prior to the Closing Date.
(C) Other Documents. Such other documents as the Purchaser may reasonably
request.
(iv) Other Transactions. The transactions contemplated by the Sale and
Servicing Agreement, the Indenture, the Trust Agreement and the Interest Rate
Swap Agreements shall be consummated on the Closing Date.
(b) The obligation of the Purchaser to purchase Additional Receivables on each
Subsequent Transfer Date is subject to the satisfaction of the following
conditions:
(i) Representations and Warranties True. The representations and warranties
of the Seller hereunder and under the First Tier Subsequent Assignment shall be
true and correct as of the Subsequent Transfer Date with the same effect as if
then made, and the Seller shall have performed all obligations to be performed
by it hereunder, or under each First Tier Subsequent Assignment, on or prior to
the Subsequent Transfer Date.
(ii) Computer Files Marked. The Seller, at its own expense, on or prior to
the related Subsequent Transfer Date shall indicate in its computer files, in
accordance with its customary standards, policies and procedures, that the
Additional Receivables have been conveyed to the Purchaser pursuant to the
related First Tier Subsequent Assignment and shall deliver to the Purchaser the
related Schedule of Additional Receivables certified by an officer of the Seller
to be true, correct and complete.
(iii) Documents to be Delivered by the Seller at on each Subsequent
Transfer Date:
(A) The First Tier Subsequent Assignment. On the related Subsequent Transfer
Date, the Seller will execute and deliver the related First Tier Subsequent
Assignment. The First Tier Subsequent Assignment shall be substantially in the
form of Exhibit C hereto.
(B) Evidence of UCC Filing. On or prior to the related Subsequent Transfer Date,
if required to perfect its interest in the Additional Receivables, the Seller
shall record and file, at its own expense, a UCC-1 financing statement in each
jurisdiction in which required by applicable law, executed by the Seller, as
seller or debtor, and naming the Purchaser, as purchaser or secured party,
naming the Additional Receivables and the other property conveyed thereunder,
meeting the requirements of the laws of each such jurisdiction and in such
manner as is necessary to perfect the transfer, assignment and conveyance of
such Additional Receivables to the Purchaser. If such filings are required, the
Seller shall deliver a file-stamped copy, or other evidence satisfactory to the
Purchaser of such filing, to the Purchaser on or prior to the related Subsequent
Transfer Date.
(C) Officer's Certificate. The Seller shall have delivered to the Purchaser an
Officer's Certificate confirming the satisfaction of each condition precedent
specified in this Section 4.1(b) (substantially in the form attached as Exhibit
D hereto).
(D) Other Documents. Such other documents as the Purchaser may reasonably
request.
(iv) No Adverse Selection Procedures. No selection procedures believed by
the Seller to be adverse to the interests of the Purchaser, the Trust, the
Noteholders or the Certificateholders shall have been utilized in selecting the
Additional Receivables.
(v) No Material Tax Consequence. The addition of the Additional Receivables
will not result in a material adverse tax consequence to the Purchaser, the
Trust, the Noteholders or the Certificateholders.
(vi) Conditions Satisfied. All the conditions to the transfer of the
Additional Receivables from the Purchaser to the Trust specified in Section
2.1(d) of the Sale and Servicing Agreement shall have been satisfied.
4.2 Conditions to Obligation of the Seller. The obligation of the Seller to
convey the Initial Receivables to the Purchaser on the Closing Date and the
Additional Receivables to the Purchaser on each Subsequent Transfer Date is
subject to the satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and warranties of
the Purchaser hereunder shall be true and correct on the Closing Date and on the
Subsequent Transfer Date, as applicable, with the same effect as if then made,
and the Purchaser shall have performed all obligations to be performed by it
hereunder on or prior to the Closing Date or the related Subsequent Transfer
Date, as applicable.
(b) Initial Receivables Purchase Price. At the Closing Date, the Purchaser
will deliver to the Seller the Initial Receivables Purchase Price in accordance
with Section 2.1(c).
(c) Additional Receivables Purchase Price. On each Subsequent Transfer
Date, the Purchaser will deliver to the Seller the Additional Receivables
Purchase Price in accordance with Section 2.1(d).
ARTICLE V
COVENANTS OF THE SELLER
The Seller covenants and agrees with the Purchaser as follows,
provided, however, that to the extent that any provision of this ARTICLE V
conflicts with any provision of the Sale and Servicing Agreement, the Sale and
Servicing Agreement shall govern:
5.1 Protection of Right, Title and Interest.
(a) The Seller shall execute and file such financing statements and cause to be
executed and filed such continuation statements, all in such manner and in
such places as may be required by law fully to preserve, maintain, and protect
the interest of the Purchaser (or its assignee) in the Receivables and in the
proceeds thereof. The Seller shall deliver (or cause to be delivered) to the
Purchaser file-stamped copies of, or filing receipts for, any document filed
as provided above, as soon as available following such filing.
(b) The Seller shall not change its name, identity, or corporate structure in
any manner that would, could, or might make any financing statement or
continuation statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of ss. 9-402(7) of the UCC or
any successor provision, unless it shall have given the Purchaser at least
five (5) days' prior written notice thereof and shall have promptly filed
appropriate amendments to all previously filed financing statements or
continuation statements.
(c) The Seller shall give the Purchaser at least sixty (60) days' prior written
notice of any relocation of its principal executive office or jurisdiction of
incorporation if, as a result of such relocation, the applicable provisions of
the UCC would require the filing of any amendment of any previously filed
financing or continuation statement or of any new financing statement and
shall promptly file any such amendment or new financing statement. The Seller
shall at all times maintain each office from which it shall service
Receivables, and its principal executive office, within the United States of
America.
(d) The Seller shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit the reader thereof to know at any
time the status of such Receivable, including payments and recoveries made and
payments owing (and the nature of each).
(e) The Seller shall maintain its computer systems, in accordance with its
customary standards, policies and procedures, so that, from and after the time
of conveyance of the Initial Receivables to the Purchaser hereunder and of the
Additional Receivables pursuant to the First Tier Subsequent Assignments, the
Seller's master computer records (including any back-up archives) that refer to
a Receivable shall indicate clearly the interest of the Purchaser in such
Receivable and that such Receivable is owned by the Purchaser or its assignee.
Indication of the ownership of a Receivable by the Purchaser or its assignee
shall not be deleted from or modified on the Seller's computer systems until,
and only until, the Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller shall propose to sell, grant a security interest
in, or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender, or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been conveyed to and is owned by the Purchaser.
(g) The Seller shall, upon receipt by the Seller of reasonable prior notice,
permit the Purchaser and its agents at any time during normal business hours to
inspect, audit, and make copies of and abstracts from the Seller's records
regarding any Receivable.
(h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20)
Business Days, a list of all Receivables (by contract number and name of
Obligor) then owned by the Purchaser, together with a reconciliation of such
list to the Schedule of Receivables.
5.2 Other Liens or Interests. Except for the conveyances hereunder and under the
First Tier Subsequent Assignments and pursuant to the other Basic Documents, the
Seller will not sell, pledge, assign or transfer any Receivable to any other
Person, or grant, create, incur, assume or suffer to exist any Lien on any
interest therein, and the Seller shall defend the right, title, and interest of
the Purchaser in, to and under such Receivables against all claims of third
parties claiming through or under the Seller; provided, however, that the
Seller's obligations under this Section 5.2 shall terminate upon the termination
of the Trust pursuant to the Trust Agreement.
5.3 Costs and Expenses. The Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties,
of the Purchaser's right, title and interest in and to the Receivables.
5.4 Indemnification.
(a) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against any and all costs, expenses, losses, damages, claims, and liabilities,
arising out of or resulting from the failure of a Receivable to be originated in
compliance with all requirements of law and for any breach of any of the
Seller's representations and warranties contained herein or in any First Tier
Subsequent Assignment provided, however, with respect to a breach of the
Seller's representations and warranties as set forth in Section 3.2(b), any
indemnification amounts owed pursuant to this Section 5.4 with respect of a
Receivable shall give effect to and not be duplicative of the Purchase Amounts
paid by the Seller pursuant to Section 6.2 hereof.
(b) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against any and all costs, expenses, losses, damages, claims, and liabilities,
arising out of or resulting from the use, ownership, or operation by the Seller
or any Affiliate thereof of a Financed Vehicle.
(c) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against any and all taxes that may at any time be asserted against the Purchaser
with respect to the transactions contemplated herein (including purchases of
Additional Receivables), including, without limitation, any sales, gross
receipts, general corporation, tangible personal property, privilege, or license
taxes and costs and expenses in defending against the same.
(d) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against any and all costs, expenses, losses, claims, damages, and liabilities to
the extent that such cost, expense, loss, claim, damage, or liability arose out
of, or was imposed upon the Purchaser through, the negligence, willful
misfeasance, or bad faith of the Seller in the performance of its duties under
this Agreement and any First Tier Subsequent Assignments or by reason of
reckless disregard of the Seller's obligations and duties under this Agreement
or under such First Tier Subsequent Assignments.
(e) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against all costs, expenses, losses, claims, damages, and liabilities arising
out of or incurred in connection with the acceptance or performance of the
Seller's trusts and duties as Servicer under the Sale and Servicing Agreement,
except to the extent that such cost, expense, loss, claim, damage, or liability
shall be due to the willful misfeasance, bad faith, or negligence (except for
errors in judgment) of the Purchaser.
These indemnity obligations shall be in addition to any obligation that
the Seller may otherwise have.
5.5 Treatment. The Seller agrees to treat this conveyance and each conveyance
under the First Tier Subsequent Assignments as (i) an absolute transfer for tax
purposes and (ii) a sale for all other purposes (including without limitation
financial accounting purposes), in each case on all relevant books, records, tax
returns, financial statements and other applicable documents.
5.6 Transfer of Subsequent Purchased Property. The Seller agrees to transfer
Subsequent Purchased Property to the Purchaser pursuant to Section 2.1(b),
subject only to the availability of Additional Receivables meeting the
requirements of Section 3.2(b) hereof and the satisfaction of the conditions of
Section 4.2(a) and (c).
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Obligations of Seller. The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.
6.2 Repurchase of Receivables Upon Breach by the Seller. (a) The Seller hereby
covenants and agrees with the Purchaser for the benefit of the Purchaser, the
Trust, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders, that the occurrence of a breach of any of the Seller's
representations and warranties contained in Section 3.2(b) hereof shall
constitute events obligating the Seller to repurchase Receivables hereunder
("Repurchase Events"), at the Purchase Amount from the Purchaser or from the
Trust.
(b) Any Person who discovers a breach of any representation or warranty of the
Seller set forth in Section 3.2(b) hereof may, and if such Person is the Seller
or the Servicer, shall, inform promptly the Servicer, the Seller, the Purchaser,
the Trust, the Owner Trustee and the Indenture Trustee, as the case may be, in
writing, upon the discovery of any breach of any representation or warranty as
set forth in Section 3.2(b) hereof. Unless the breach shall have been cured by
the last day of the second Collection Period following such discovery (or, at
the Seller's election, the last day of the first following Collection Period),
the Seller shall repurchase any Receivable materially and adversely affected by
such breach at the Purchase Amount. In consideration of the repurchase of such
Receivable, the Seller shall remit the Purchase Amount to the Servicer for
distribution pursuant to Section 4.2 of the Sale and Servicing Agreement. The
sole remedy (except as provided in Section 5.4 hereof) of the Purchaser, the
Trust, the Owner Trustee, the Indenture Trustee, the Noteholders or the
Certificateholders against the Seller with respect to a Repurchase Event shall
be to require the Seller to repurchase Receivables pursuant to this Section 6.2.
6.3 Purchaser's Assignment of Repurchased Receivables. With respect to all
Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser
shall assign, without recourse, representation or warranty, to the Seller all
the Purchaser's right, title and interest in and to such Receivables, and all
security and documents relating thereto.
6.4 Trust. The Seller acknowledges that:
(a) The Purchaser will, pursuant to the Sale and Servicing Agreement and the
Second Tier Subsequent Assignments, convey the Receivables to the Trust and
assign its rights under this Agreement and under each First Tier Subsequent
Assignment to the Trust for the benefit of the Noteholders and the
Certificateholders, and that the representations and warranties contained in
this Agreement and the rights of the Purchaser under Article V and Section 6.2
hereof are intended to benefit the Trust, the Owner Trustee, the Noteholders and
the Certificateholders. The Seller hereby consents to such conveyance and
assignment.
(b) The Trust will, pursuant to the Indenture, pledge the Receivables and its
rights under this Agreement to the Indenture Trustee for the benefit of the
Noteholders, and that the representations and warranties contained in this
Agreement and the rights of the Purchaser under this Agreement, including under
Article V and Section 6.2 are intended to benefit the Indenture Trustee and the
Noteholders. The Seller hereby consents to such pledge.
6.5 Amendment. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Seller and the Purchaser; provided,
however, that any such amendment that materially adversely affects the rights of
the Noteholders or the Certificateholders under the Indenture, Sale and
Servicing Agreement or Trust Agreement shall be consented to by the Noteholders
of Notes evidencing not less than a majority of the Notes Outstanding and the
Certificateholders of Certificates evidencing not less than a majority of the
Aggregate Certificate Balance; provided, further, that any amendment or
supplement which would adversely affect any of the Swap Counterparties' rights
or obligations under the Interest Rate Swap Agreements or modify the obligations
of, or impair the ability of the Trust to fully perform any of its obligations
under, the Interest Rate Swap Agreements shall be consented to by the Swap
Counterparties, which consent shall not be unreasonably withheld. A Swap
Counterparty's consent will be deemed to have been given if the Swap
Counterparty does not object in writing within ten Business Days of receipt of a
written request for such consent in accordance with the terms of the Interest
Rate Swap Agreement.
6.6 Accountants' Letters.
(a) PricewaterhouseCoopers LLP will review the characteristics of the
Receivables described in the Schedule of Initial Receivables and will compare
those characteristics to the information with respect to the Initial Receivables
contained in the Prospectus.
(b) By October 15, 2001 and September 15, 2002, PricewaterhouseCoopers LLP will
review the characteristics of the Receivables described in the Schedule of
Additional Receivables attached to each First Tier Subsequent Assignment that
has been executed on such date and in the prior ten and eleven months or will be
executed as of October 15, 2001 and September 15, 2002, without duplication, and
will compare those characteristics to the information with respect to the
Additional Receivables contained in the Prospectus and to the eligibility
criteria described in Section 3.2(b) and in Section 2.2 of the Sale and
Servicing Agreement.
(c) The Seller will cooperate with the Purchaser and PricewaterhouseCoopers LLP
in making available all information and taking all steps reasonably necessary to
permit such accountants to complete the review set forth in Section 6.6(a) and
6.6(b) above and to deliver the letters required of them under the Underwriting
Agreement.
(d) PricewaterhouseCoopers LLP will deliver to the Purchaser a letter, dated the
Closing Date, in the form previously agreed to by the Seller and the Purchaser,
with respect to the financial and statistical information contained in the
Prospectus under the caption "Delinquencies, Repossessions and Net Losses of
Ford Credit's and PRIMUS's Portfolios" and with respect to such other
information as may be agreed in the form of letter.
6.7 Waivers. No failure or delay on the part of the Purchaser in exercising any
power, right or remedy under this Agreement, the Assignment or any First Tier
Subsequent Assignment shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or remedy.
6.8 Notices. All communications and notices pursuant hereto to either party
shall be in writing or by facsimile and addressed or delivered to it at its
address as shown below or at such other address as may be designated by it by
notice to the other party and, if mailed or sent by facsimile, shall be deemed
given when mailed or when transmitted by facsimile.
To Seller: Ford Motor Credit Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Secretary
Facsimile No.: [ ]
To Purchaser: Ford Credit Auto Receivables Two L.P.
c/o Ford Credit Auto Receivables
Two, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Secretary
Facsimile No.: [ ]
6.9 Costs and Expenses. The Seller will pay all expenses incident to the
performance of its obligations under this Agreement and under each First Tier
Subsequent Assignment and the Seller agrees to pay all reasonable out-of-pocket
costs and expenses of the Purchaser, excluding fees and expenses of counsel, in
connection with the perfection as against third parties of the Purchaser's
right, title and interest in and to the Receivables and the enforcement of any
obligation of the Seller hereunder or under any First Tier Subsequent
Assignment.
6.10 Survival. The respective agreements, representations, warranties and other
statements by the Seller and the Purchaser set forth in or made pursuant to this
Agreement shall remain in full force and effect and will survive the closing
under Section 2.2 hereof and any sale, transfer or other assignment of the
Receivables by the Purchaser.
6.11 Confidential Information. The Purchaser agrees that it will neither use nor
disclose to any Person the names and addresses of the Obligors, except in
connection with the enforcement of the Purchaser's rights hereunder, under any
First Tier Subsequent Assignment, under the Receivables, under any Sale and
Servicing Agreement or as required by law.
6.12 Headings and Cross-References. The various headings in this Agreement are
included for convenience only and shall not affect the meaning or interpretation
of any provision of this Agreement. References in this Agreement to Section
names or numbers are to such Sections of this Agreement.
6.13 GOVERNING LAW. THIS AGREEMENT, THE ASSIGNMENT AND EACH FIRST TIER
SUBSEQUENT ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
6.14 Counterparts. This Agreement and each First Tier Subsequent Assignment may
be executed in two or more counterparts and by different parties on separate
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
6.15 Further Assurances. Seller and Purchaser will each, at the request of the
other, execute and deliver to the other all other instruments that either may
reasonably request in order to perfect the conveyance, transfer, assignment and
delivery to Purchaser of the rights to be conveyed, transferred, assigned and
delivered and for the consummation of this Agreement and any First Tier
Subsequent Assignment.
IN WITNESS WHEREOF, the parties hereby have caused this Purchase
Agreement to be executed by their respective officers thereunto duly authorized
as of the date and year first above written.
FORD MOTOR CREDIT COMPANY
By:__________________________
Name:
Title:
FORD CREDIT AUTO RECEIVABLES
TWO, L.P.
By: FORD CREDIT AUTO RECEIVABLES
TWO, INC.,
as General Partner
By:__________________________
Name:
Title:
Exhibit A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement
dated as of October 1, 2000 (the "Purchase Agreement"), between the undersigned
and FORD CREDIT AUTO RECEIVABLES TWO L.P. (the "Purchaser"), the undersigned
does hereby assign, transfer and otherwise convey unto the Purchaser, without
recourse, all right, title and interest of the undersigned, whether now owned or
hereafter acquired, in and to the following: (i) the Initial Receivables; (ii)
with respect to Initial Receivables which are Actuarial Receivables, monies due
thereunder on or after the Initial Cutoff Date (including Payaheads) and, with
respect to Initial Receivables which are Simple Interest Receivables, monies due
or received thereunder on or after the Initial Cutoff Date (including in each
case any monies received prior to the Initial Cutoff Date that are due on or
after the Initial Cutoff Date and were not used to reduce the principal balance
of the Receivable); (iii) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Initial Receivables and any other interest
of the Seller in the Financed Vehicles; (iv) rights to receive proceeds with
respect to the Initial Receivables from claims on any physical damage, credit
life, credit disability, or other insurance policies covering the Financed
Vehicles or Obligors; (v) Dealer Recourse with respect to the Initial
Receivables; (vi) all of the Seller's rights to the Receivable Files with
respect to the Initial Receivables; (vii) payments and proceeds with respect to
the Initial Receivables held by the Seller; (viii) all property (including the
right to receive Liquidation Proceeds) securing an Initial Receivable (other
than an Initial Receivable repurchased by the Seller); (ix) rebates of premiums
and other amounts relating to insurance policies and other items financed under
the Initial Receivables in effect as of the Initial Cutoff Date; and (x) all
present and future claims, demands, causes of action and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing. The foregoing conveyance does not constitute
and is not intended to result in any assumption by the Purchaser of any
obligation of the undersigned to the Obligors, insurers or any other Person in
connection with the Initial Receivables, the related Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
This Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Purchase Agreement and is to be governed by the Purchase
Agreement.
Capitalized terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of October 1, 2000.
FORD MOTOR CREDIT COMPANY
By: _______________________
Name:
Title:
Exhibit B
Schedule of Initial Receivables
DELIVERED TO PURCHASER
AT CLOSING
Exhibit C
Form of First Tier Subsequent Assignment
For value received, in accordance with the Purchase Agreement, dated as
of October 1, 2000, between the undersigned and FORD CREDIT AUTO RECEIVABLES TWO
L.P. (the "Purchaser") (as amended, supplemented or otherwise modified and in
effect from time to time, the "Purchase Agreement"), the undersigned does hereby
sell, assign, transfer and otherwise convey unto the Purchaser, without recourse
(subject to the obligations in the Purchase Agreement), all right, title and
interest of the undersigned, whether now owned or hereafter acquired, in, to and
under the following, collectively: (i) the Receivables listed on Schedule A
attached hereto (the "Additional Receivables"); (ii) with respect to Additional
Receivables which are Actuarial Receivables, monies due thereunder on or after [
] (the "Subsequent Cutoff Date") (including Payaheads) and, with respect to
Additional Receivables which are Simple Interest Receivables, monies due or
received thereunder on or after the Subsequent Cutoff Date (including in each
case any monies received prior to the Subsequent Cutoff Date that are due on or
after the Subsequent Cutoff Date and were not used to reduce the principal
balance of the Additional Receivable); (iii) the security interests in the
Financed Vehicles granted by Obligors pursuant to the Additional Receivables and
any other interest of the Seller in the Financed Vehicles; (iv) rights to
receive proceeds with respect to the Additional Receivables from claims on any
physical damage, credit life, credit disability, or other insurance policies
covering Financed Vehicles or Obligors; (v) Dealer Recourse with respect to the
Additional Receivables; (vi) all of the Seller's rights to the Receivable Files
with respect to the Additional Receivables; (vii) payments and proceeds with
respect to the Additional Receivables held by the Seller; (viii) all property
(including the right to receive Liquidation Proceeds) securing an Additional
Receivable (other than an Additional Receivable repurchased by the Seller); (ix)
rebates of premiums and other amounts relating to insurance policies and other
items financed under the Additional Receivables in effect as of the Subsequent
Cutoff Date; and (x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing.
The foregoing sale does not constitute and is not intended to result in
any assumption by the Purchaser of any obligation of the undersigned to the
Obligors, insurers or any other Person in connection with the Additional
Receivables, the related Receivable Files, any insurance policies or any
agreement or instrument relating to any of them.
This First Tier Subsequent Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Purchase Agreement (including the Officer's Certificate of the
Seller accompanying this First Tier Subsequent Assignment) and is to be governed
by the Purchase Agreement.
The Seller hereby represents that as of the Subsequent Cut-off Date the
aggregate Principal Balance of the Additional Receivables conveyed hereby was
$[_____].
The Seller and the Purchaser hereby acknowledge that the Additional
Receivables Purchase Price for the Additional Receivables assigned hereunder is
$[ ].
This First Tier Subsequent Assignment shall be construed in accordance
with the laws of the State of New York and the obligations of the undersigned
under this First Tier Subsequent Assignment shall be determined in accordance
with such laws.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in, or incorporated by reference into, the
Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this First Tier
Subsequent Assignment to be duly executed as of [_____].
FORD MOTOR CREDIT COMPANY
By: _______________________
Name:
Title:
Exhibit D
Form of Officer's Certificate
The undersigned officer of Ford Motor Credit Company, a
Delaware corporation (the "Seller"), does hereby certify, pursuant to Section
4.1(b)(iii)(C) of the Purchase Agreement, dated as of October 1, 2000 (as
amended, supplemented or otherwise modified and in effect from time to time, the
"Purchase Agreement"), between the Seller and Ford Credit Auto Receivables Two
L.P., a Delaware business trust (the "Purchaser"), that all of the conditions
precedent under Section 4.2(b) of the Purchase Agreement relating to the
transfer to the Purchaser of the Additional Receivables listed on Schedule A to
the First Tier Subsequent Assignment dated as of [ ] between the Seller and the
Purchaser (the "First Tier Subsequent Assignment") delivered herewith, and the
other property and rights related to such Additional Receivables as described in
Section 2.1(b) of the Purchase Agreement, have been satisfied on or prior to the
Subsequent Transfer Date specified in the First Tier Subsequent Assignment.
Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have caused this
certificate to be duly executed this [___] day of [_____].
By:
Name:
Title:
Schedule A-1
Location of Receivable Filesat Ford Credit Branch Offices
Akron
175 Montrose ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Albany
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Albuquerque
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Amarillo
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Anchorage
▇▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Appleton
▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Athens
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Atlanta-North
North Park Town Center
▇▇▇▇. ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Atlanta-South
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Atlanta/CL
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Atlantic Region District ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Austin
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Baltimore
▇▇▇▇▇▇▇▇ Corporate Center One
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
Suite ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Baltimore Service Center
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Beaumont
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Billings
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Birmingham
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Boston-North
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Boston-South
Southboro Place
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Bristol
Landmark Center-
Suite A
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Buffalo
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cape Girardeau
▇▇▇▇-▇ ▇. ▇▇. ▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Charleston
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Charlotte
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Charlotte/CL
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chattanooga
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cheyenne
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago-East
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago-North
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago-South
The Office of Waterfall ▇▇▇▇ I
Suite 310
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago-West
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago/CL
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cincinnati
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cleveland
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Colorado Springs
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Columbia
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Columbus
Metro V, Suite 470
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coral Springs
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Corpus Christi
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Forum
Suite 600
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dallas/▇▇
▇▇▇▇▇▇▇▇ Forum
Suite 650
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Davenport
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Decatur
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Denver
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Des Moines
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Detroit-North
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Detroit-West
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Detroit/CL
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dothan
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
El Paso
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Eugene
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Falls Church
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fargo
▇▇▇▇ ▇▇▇▇ ▇▇▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fayetteville
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Findlay
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Ft. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ft. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Grand Junction
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Grand Rapids
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Greensboro
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Greenville Service Center
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Harlingen
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Harrisburg
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Henderson
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Honolulu
Ala Moano Pacific Center
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Houston-North
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Houston-West
▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Huntington
▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇ *
▇▇▇, ▇▇ ▇▇▇▇▇
Indianapolis
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Jackson
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Jacksonville
Suite 310
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Jefferson City
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Kansas City
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇. #▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Knoxville
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Lansing
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Las Vegas
▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Little Rock
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Long Island
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Louisville
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Lubbock
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Macon
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Manchester
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Memphis
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Miami
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Midland
▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Milwaukee
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Minneapolis
One Southwest Crossing
Suite 308
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mobile
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Nashville
Highland Ridge
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Nashville Service Center
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
National Recovery Center
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
New Haven
▇▇ ▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
New Jersey-Central
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
New Jersey-North
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
New Jersey-South
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
New Orleans
Lakeway III
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Norfolk
Greenbrier Pointe
Suite 350
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Oklahoma City
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Omaha
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Omaha Customer Service Center
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Nashville Customer Service Center
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Orange
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Orange/CL
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Orlando
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Pasadena
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Pensacola
▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Philadelphia
Bay Colony Executive Park
Suite 100
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Philadelphia/CL
▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phoenix
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Pittsburgh
▇▇▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Portland, ME
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Portland, OR
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Raleigh
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Richmond
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Roanoke
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sacramento
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Saginaw
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Salt Lake City
▇▇▇ ▇. ▇▇▇▇ ▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Santa ▇▇▇ Central Collections
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
San Antonio
▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
San Bernardino
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
San Diego
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
San Francisco
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
San Francisco/CL
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
San ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Savannah
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Seattle
▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Shreveport
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
South Bay
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
South Bend
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Spokane
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Springfield
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
St. Louis
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
St. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Syracuse
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tampa
Lincoln Pointe, Suite 800
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tampa Service Center
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Terre Haute
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tulsa
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tupelo
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tyler
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ventura
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Washington, D.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Westchester
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Western Carolina
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Wichita
▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule A-2
Location of Receivable Files
at Third Party Custodians of Ford Credit
Security Archives
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
IKON Business Imaging Services
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
APPENDIX A
Definitions and Usage
SEE TAB 15.
Schedule B
Receivables Purchase Price
Total net cash proceeds from the Underwriters
for purchase of the Class A-1 Notes,
Class A-2 Notes, Class A-3 Notes, Class A-4 Notes,
Class A-5 Notes and Class B Notes
received by Purchaser $2,720,639,651.07
Less Reserve Account Deposit
($ 14,997,999.97)
Total cash received by Purchaser available for transfer
to Ford Credit as Seller $2,705,641,651.10
Receivables Purchase Price 1 $2,838,521,474.07
minus Total cash received by Purchaser available
for transfer to Ford Credit as Seller $(2,720,639.651.07)
Difference 2 $ 132,879,822.97
Total portion of Receivables Purchase Price paid
by the Purchaser in cash (including FCARTI capital
contribution) $2,705,641,651.10
plus Deemed Capital Contribution from
Ford Credit to Purchaser $ 130,222,226.51
Receivables Purchase Price $2,838,521,474.07
--------
1 The Variable Pay Term Note is sold by the Purchaser at par and the
Class C Certificate and the Class D Certificate are retained by the
Purchaser and are not available for transfer to Ford Credit. The Seller
and the Purchaser have determined that the Receivables Purchase Price
equals the fair market value of the Receivables and the related
property and the fair market value is calculated as 102% of the
adjusted pool balance (or 94.63% of the original pool balance).
2 In order to maintain the 98% interest of Ford Credit as the limited
partner of the Purchaser and the 2% interest of Ford Credit Auto
Receivables Two, Inc. ("FCARTI") as the general partner of the
Purchaser, FCARTI must contribute 2% of $132,879,822.97 to the
Purchaser. FCARTI will obtain such amount (equal to $2,657,596.46)
through a capital contribution from Ford Credit.