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EXHIBIT 1.1
FORD CREDIT AUTO LEASE TRUST 1996-1
$_______ ASSET BACKED SENIOR NOTES
CLASS ▇-▇, ▇▇▇▇▇ ▇-▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇-▇
(Seller)
FORD MOTOR CREDIT COMPANY
UNDERWRITING AGREEMENT
November __, 1996
▇.▇. ▇▇▇▇▇▇ Securities Inc.
As Representative of the Several Underwriters
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
1. Introductory. RCL Trust 1996-1, a Delaware business trust (the
"Seller"), proposes to sell to the several underwriters named on Schedule I
attached hereto (the "Underwriters") $______ initial principal balance of ___%
Class A-1 Asset Backed Senior Notes and $ ____ initial principal balance of __%
Class A-2 Asset Backed Senior Notes (collectively, the "Senior Notes"), issued
by Ford Credit Auto Lease Trust 1996-1 (the "Issuer"). Each Senior Note will
be secured by the assets of the Issuer (the "Lease Trust Estate"), which
include, among other things, certificates (the "Series 1996-1 Certificates")
representing a 100% undivided beneficial interest in specified retail
automobile and light truck leases (the "Series 1996-1 Leases"), certain monies
due thereunder on or after __________, 1996 (the "Series 1996-1 Cut-Off Date"),
the related leased vehicles (the "Series 1996-1 Leased Vehicles") and all
proceeds from the sale of Series 1996-1 Leased Vehicles upon termination of the
related Series 1996-1 Leases. The Series 1996-1 Leases are to be administered
for the Issuer by Ford Motor Credit Company (the "Administrative Agent" or
"Ford Credit"). The Senior Notes will be issued pursuant to an Indenture to be
dated as of November __, 1996 (the "Indenture"), between PNC Bank, Delaware
(the "Lease Trustee"), on behalf
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of the Issuer, and The Chase Manhattan Bank as Indenture Trustee (the
"Indenture Trustee"). Simultaneously with the issuance and sale of the Senior
Notes as contemplated herein, the Issuer will also issue $_______ initial
principal balance of __% Asset Backed Subordinated Notes and $_ ________
initial principal balance of ___% Asset Backed Lease Trust Certificates (the
"Lease Trust Certificates"), payments in respect of which are, to the extent
specified in the Indenture and the Lease Trust Agreement, subordinated to the
rights of the holders of the Senior Notes.
Capitalized terms used herein and not otherwise defined shall have the
meanings given them in the Indenture. For purposes of this Agreement, the
"Basic Documents" mean, collectively, the Indenture, the FCTT Agreement, the
Administrative Agency Agreement, the Series 1996-1 Supplement, the RCL Trust
Agreement, the Asset Contribution Agreement, the Transfer Agreement, the
Program Operating Lease, the Lease Trust Agreement and the Lease Trust Paying
Agent Agreement.
2. Representations and Warranties of the Seller. The Seller represents and
warrants to and agrees with the Underwriters:
(a) A registration statement (No. 333-11167), including a prospectus, on
Form S-1 relating to the Senior Notes has been filed with the Securities and
Exchange Commission (the "Commission") in the form heretofore delivered to the
Underwriters. Such registration statement in such form, including all exhibits
thereto but excluding Form T-1, is hereinafter referred to as the "Registration
Statement," and such prospectus, as first filed, or mailed for filing, with the
Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act of
1933, as amended (the "Act") is hereinafter referred to as the "Prospectus."
For purposes of this Agreement, "Effective Time" means the date and time as of
which such Registration Statement is declared effective by the Commission, and
"Effective Date" means the date of the Effective Time.
(b) On the Effective Date, the Registration Statement will conform, in
all material respects to the requirements of the Act, the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), where applicable, and the rules
and regulations of the Commission under the Act or the Exchange Act, as
applicable, and will not, as of the Effec-
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tive Date, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statement or omission made in reliance upon and
in conformity with information furnished in writing to the Seller, Ford Credit
or Ford Credit Leasing by the Underwriters expressly for use in the
Registration Statement; when the Registration Statement became effective the
Indenture was, and at all times thereafter the Indenture has been and will be,
duly qualified under the Trust Indenture Act, and when the Registration
Statement became effective the Indenture conformed, and at all times thereafter
the Indenture has conformed and will conform, in all material respects to the
requirements of the Trust Indenture Act. On the date of this Agreement, the
Registration Statement conforms, and at the time of filing of the Prospectus
pursuant to Rule 424(b), the Registration Statement and the Prospectus will
conform, in all material respects to the requirements of the Act and the rules
and regulations of the Commission thereunder (the "Rules and Regulations"),
and, except as aforesaid, neither of such documents includes, or will include,
any untrue statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading.
(c) The Seller has been duly formed and is validly existing as a business
trust 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.
(d) The consummation by the Seller of the transactions contemplated by
this Agreement and the Basic Documents, and the fulfillment of the terms
thereof, will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the creation of any
lien, charge, or encumbrance 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.
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(e) This Agreement has been duly authorized, executed and delivered by
the Seller; on the Closing Date, the Senior Notes will have been duly executed,
authenticated, issued and delivered; on the Closing Date, the Basic Documents
to which the Seller is a party will have been duly authorized, executed and
delivered by and will constitute valid and binding obligations of the Seller in
accordance with their terms except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable principles,
regardless of whether such enforceability is considered in a proceeding in
equity or at law; and the Basic Documents will conform to the description
thereof in the Prospectus in all material respects.
(f) The computer tape with respect to the Series 1996-1 Assets (the
"Computer Tape") to be delivered by Ford Credit as Administrative Agent to the
Lease Trustee, the Indenture Trustee and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as
representative of the Underwriters (the "Representative"), will be complete and
accurate in all material respects as of the date thereof.
3. Representations and Warranties of Ford Credit. Ford Credit represents
and warrants to and agrees with the Underwriters that:
(a) The Registration Statement has been filed with the Commission in the
form heretofore delivered to the Underwriters.
(b) On the Effective Date, the Registration Statement will conform, in
all material respects to the requirements of the Act, the Exchange Act, where
applicable, and the rules and regulations of the Commission under the Act or
the Exchange Act, as applicable, and will not, as of the Effective Date,
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall
not apply to any statement or omission made in reliance upon and in conformity
with information furnished in writing to the Seller, Ford Credit or Ford Credit
Leasing by the Underwriters expressly for use in the Registration Statement;
when the Registration Statement became effective the Indenture was, and at all
times thereafter the Indenture has been and will be, duly qualified under the
Trust Indenture Act, and when the Registration Statement became effective the
Indenture conformed, and at all times there
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after the Indenture has conformed and will conform, in all material respects to
the requirements of the Trust Indenture Act. On the date of this Agreement,
the Registration Statement conforms, and at the time of filing of the
Prospectus pursuant to Rule 424(b), the Registration Statement and the
Prospectus will conform, in all material respects to the requirements of the
Act and the Rules and Regulations, and, except as aforesaid, neither of such
documents includes, or will include, any untrue statement of a material fact or
omits, or will omit, to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
(c) Ford Credit has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware; and has
corporate power and authority, and has all licenses, permits, orders and other
governmental and regulatory approvals, to own or lease its properties and
conduct its 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, with only such exceptions as are not
material to the business of Ford Credit and its subsidiaries considered as a
whole.
(d) This Agreement has been duly authorized, executed and delivered by
Ford Credit; on the Closing Date, the Basic Documents to which Ford Credit is a
party will have been duly authorized, executed and delivered by and will
constitute valid and binding obligations of Ford Credit in accordance with
their terms except as the same may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the enforcement
of creditors' rights generally and by general equitable principles, regardless
of whether such enforceability is considered in a proceeding in equity or at
law; and the Basic Documents will conform to the description thereof in the
Prospectus in all material respects.
(e) There is no consent, approval, authorization, order, registration or
qualification of or with any court or any regulatory authority or other
governmental body having jurisdiction over Ford Credit which is required for,
and the absence of which would materially affect, the
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consummation of the transactions contemplated herein or in the Basic Documents,
except the registration under the Act of the Senior Notes, the qualification of
the Indenture under the Trust Indenture Act, such consents, approvals,
authorizations, registrations or qualifications as may be required under the
securities or Blue Sky laws of any jurisdiction in connection with the public
offering of the Senior Notes by the Underwriters and the filing of any
financing statements required to perfect the Seller's interest in the Series
1996-1 Certificates or the Issuer's or Indenture Trustee's interest in the
Lease Trust Estate and such other consents, approvals, authorizations,
registrations or qualifications as have been obtained.
(f) The Computer Tape to be delivered by Ford Credit as Administrative
Agent to the Lease Trustee, the Indenture Trustee and the Representative will
be complete and accurate in all material respects as of the date thereof.
(g) On or before the Closing Date, Ford Credit as Administrative Agent
for FCTT will ▇▇▇▇ the books and records of FCTT (in whatever medium
maintained) to show that the Series 1996-1 Assets are Series Specified Assets
with respect to Series 1996-1.
4. Purchase, Sale and Delivery of Senior Notes. On the basis of the
representations, warranties, and agreements herein contained, but subject to
the terms and conditions herein set forth, the Seller agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Seller, the aggregate principal amounts of each Class of
Senior Notes set forth opposite the names of the Underwriters in Schedule I
hereto. The Class A-1 Senior Notes are to be purchased at the purchase price
of _______% of the aggregate principal amount thereof and the Class A-2 Senior
Notes are to be purchased at the purchase price of _______% of the aggregate
principal amount thereof, in each case plus accrued interest at the interest
rate of _____% for the Class A-1 Senior Notes and _____% for the Class A-2
Senior Notes calculated from (and including) November __, 1996.
Against payment of the purchase price in immediately available funds drawn
to the order of the Seller, the Seller will deliver the Senior Notes to the
Representative, for the account of the Underwriters, at the office of
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Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP on November __, 1996, at 10:00 a.m.,
New York time, or at such other time not later than seven full business days
thereafter as the Representative and the Seller determine, such time being
herein referred to as the "Closing Date." The Senior Notes to be so delivered
will be initially represented by one or more Senior Notes registered in the
name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The
interests of beneficial owners of the Senior Notes will be represented by book
entries on the records of DTC and participating members thereof. Definitive
Senior Notes will be available only under limited circumstances.
5. Offering by Underwriters. It is understood that, after the Registration
Statement becomes effective, the Underwriters propose to offer the Senior Notes
for sale to the public (which may include selected dealers), as set forth in
the Prospectus.
6. Covenants of the Seller. The Seller covenants and agrees with the
Underwriters that it will do or cause to be done the following:
(a) If required, to file the Prospectus with the Commission pursuant to
and in accordance with Rule 424(b) not later than the time specified therein.
The Seller will advise the Underwriters promptly of any such filing pursuant to
Rule 424(b).
(b) To make no amendment or any supplement to the Registration Statement
or the Prospectus as amended or supplemented prior to the Closing Date, without
furnishing the Representative with a copy of the proposed form thereof and
providing the Representative with a reasonable opportunity to review the same;
and during such same period to advise the Representative, promptly after it
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the
Prospectus as amended or supplemented or any amended Prospectus has been filed
or mailed for filing, of the issuance of any stop order by the Commission, of
the suspension of the qualification of the Senior Notes for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding for any
such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or the Prospectus as amended or
supplemented or for additional information; and,
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in the event of the issuance of any such stop order or of any order preventing
or suspending the use of any prospectus relating to the Senior Notes or
suspending any such qualification, to use promptly its best efforts to obtain
its withdrawal.
(c) Promptly from time to time to take such action as the Representative
may reasonably request in order to qualify the Senior Notes for offering and
sale under the securities laws of such states as the Representative may request
and to continue such qualifications in effect so long as necessary under such
laws for the distribution of such Senior Notes, provided that in connection
therewith the Seller shall not be required to qualify as a foreign corporation
to do business, or to file a general consent to service of process in any
jurisdiction, and provided further that the expense of maintaining any such
qualification more than one year from the Closing Date with respect to such
Senior Notes shall be at the Representative's expense.
(d) To furnish the Underwriters with copies of the Registration Statement
(including exhibits) and copies of the Prospectus as amended or supplemented in
such quantities as the Representative may from time to time reasonably request;
and if, before a period of six months shall have elapsed after the Effective
Date and the delivery of a prospectus shall be at the time required by law in
connection with sales of any such Senior Notes, either (i) any event shall have
occurred as a result of which the Prospectus would include any untrue statement
of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or (ii) for any other reason it shall be necessary
during such same period to amend or supplement the Prospectus as amended or
supplemented, to notify the Representative and to prepare and furnish to the
Representative as the Representative may from time to time reasonably request
an amendment or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance; and in case any Underwriter is
required by law to deliver a prospectus in connection with sales of any of such
Senior Notes at any time six months or more after the Closing Date, upon the
Representative's request, but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as the Representative may
request of an amended or
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supplemented prospectus complying with Section 10(a)(3) of the Act.
(e) To make generally available to the Senior Noteholders as soon as
practicable after the Effective Date of the Registration Statement (as such
date is defined in Rule 158(c) under the Act), an earnings statement of the
Seller complying with Rule 158 under the Act and covering a period of at least
twelve consecutive months beginning after such Effective Date.
(f) To furnish to the Representative copies of the Registration Statement
(one of which will be signed and will include all exhibits), each related
preliminary prospectus, the Prospectus and all amendments and supplements to
such documents, in each case as soon as available and in such quantities as the
Representative reasonably requests.
(g) So long as any of the Senior Notes are outstanding, to furnish the
Representative copies of all reports or other communications (financial or
other) furnished to Senior Noteholders, and to deliver to the Representative
during such same period, (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the Commission by
the Seller or Ford Credit and (ii) such additional information concerning the
business and financial condition of the Seller, Ford Credit or Ford Credit
Leasing as the Representative may from time to time reasonably request.
(h) To pay the following costs and expenses incident to the performance
of its obligations under this Agreement: (i) the Commission's filing fees with
respect to the Registration Statement; (ii) all fees of the Rating Agency;
(iii) all fees and expenses of the Indenture Trustee, the Lease Trustee and the
Lease Trust Paying Agent; (iv) all reasonable fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇
& ▇▇▇▇▇▇, as counsel to the Indenture Trustee and the Lease Trust Paying Agent,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., as counsel to the Lease Trustee, Morris,
James, Hitchens & ▇▇▇▇▇▇▇▇, as counsel to the RCL Trustee and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇ LLP, as counsel to the FCTT Trustee; (v) the amount by which the
reasonable fees and expenses of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
exceeds $________; (vi) all fees and expenses of Coopers & ▇▇▇▇▇▇▇ relating to
the letter referred to in Section 7(a) of this Agreement; (vii) all fees and
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expenses of accountants incurred in connection with the delivery of any
accountant's or auditor's reports required pursuant to the Indenture or the
Administrative Agency Agreement; (viii) the cost of printing any preliminary
and final prospectus relating to the Senior Notes and the Registration
Statement; and (ix) any other fees and expenses incurred in connection with the
performance of its obligations under this Agreement.
The Underwriters will pay the following costs and expenses incident to the
performance of their obligations under this Agreement: (x) all Blue Sky fees
and expenses as well as reasonable fees and expenses of counsel in connection
with state securities law qualifications and any legal investment surveys; and
(y) the reasonable fees and expenses of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇
LLP up to an amount equal to $_______. Except as provided in this Section 6(h)
and Sections 8 and 10 of this Agreement, the Underwriter will pay all its own
costs and expenses, including, without limitation, the cost of printing any
agreement among underwriters, any transfer taxes on resale of the Senior Notes
by the Underwriters and any advertising expenses connected with any offers that
the Underwriters may make.
(i) For a period from the date of this Agreement until the retirement of
the Senior Notes, or until such time as the Underwriters shall cease to
maintain a secondary market in the Senior Notes, whichever occurs first, Ford
Credit as the Administrative Agent will furnish to the Representative (i)
copies of each certificate, the annual statements of compliance and the annual
independent certified public accountant's servicing reports delivered to the
FCTT Trustee pursuant to Article IV of the Administrative Agency Agreement, by
first-class mail as soon as practicable after such statements and reports are
furnished to the FCTT Trustee, (ii) copies of each certificate and the annual
statements of compliance delivered to the Indenture Trustee pursuant to Article
III of the Indenture, by first-class mail as soon as practicable after such
statements and reports are furnished to the Indenture Trustee, (iii) copies of
each amendment to any Basic Document and (iv) on or about each Payment Date, a
copy of the report to Senior Noteholders delivered to each Senior Noteholder
pursuant to Article VIII of the Indenture, by telex or telecopy.
(j) On or before the Closing Date, the Seller shall cause Ford Credit as
Administrative Agent to
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(i) deliver the Computer Tape to the Lease Trustee, the Indenture Trustee and
the Representative and (ii) ▇▇▇▇ the books and records of FCTT (in whatever
medium maintained) to show that the Series 1996-1 Assets are Series Specified
Assets with respect to Series 1996-1. From and after the Closing Date, neither
the Seller nor Ford Credit shall take any action inconsistent with the
specification of the Series 1996-1 Assets as Series Specified Assets with
respect to Series 1996-1 and the provisions of the Basic Documents relating to
such specification, except as permitted by the Basic Documents.
(k) To the extent, if any, that the rating provided with respect to the
Senior Notes by the rating agency or agencies that initially rate the Senior
Notes is conditional upon the furnishing of documents or the taking of any
other actions by the Seller or Ford Credit, the Seller or Ford Credit, as the
case may be, shall furnish such documents and take any such other actions.
7. Conditions of the Obligation of the Underwriters. The obligation of the
Underwriters to purchase and pay for the Senior Notes will be subject to the
accuracy of the representations and warranties on the part of the Seller and
Ford Credit herein, to the accuracy of the statements of officers of the
Seller, Ford Credit and Ford Credit Leasing pursuant to the provisions hereof,
to the performance by the Seller, Ford Credit and Ford Credit Leasing of their
respective obligations hereunder and to the following additional conditions
precedent:
(a) On or prior to the Closing Date, Coopers & ▇▇▇▇▇▇▇ shall have
furnished to the Representative a letter dated as of the Closing Date
substantially in the form and substance of the draft to which the
Representative previously agreed.
(b) The Registration Statement shall have become effective not later than
5:30 p.m., New York time, on _____, 1996, or such later date as shall have
been consented to by the Representative; prior to the Closing Date no stop
order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been instituted or,
to the knowledge of the Seller, shall be contemplated by the Commission; and
all requests for additional information from the Commission with
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respect to the Registration Statement shall have been complied with to the
satisfaction of the Representative.
(c) The Representative shall have received a officer's certificate, dated
the Closing Date, signed by the beneficiaries of the Seller representing and
warranting that, as of the Closing Date, except to the extent that they relate
expressly to another date in which case they will be true and correct as of
such date on the Closing Date, the representations and warranties of the Seller
in this Agreement, the Asset Contribution Agreement and the Lease Trust
Agreement are true and correct, that the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date, that no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or, to the best of their
knowledge, are contemplated by the Commission.
(d) Since the respective dates as of which information is given in the
Prospectus as amended or supplemented, there shall not have occurred any
material adverse change, or any development involving a prospective material
adverse change, in or affecting particularly the business or assets of the
Seller, Ford Credit or Ford Credit Leasing, or any material adverse change in
the financial position or results or operations of the Seller, Ford Credit or
Ford Credit Leasing, otherwise than as set forth or contemplated in the
Prospectus, which in any such case makes it impracticable or inadvisable in the
Representative's reasonable judgment to proceed with the public offering or the
delivery of the Senior Notes on the terms and in the manner contemplated in the
Prospectus as amended or supplemented.
(e) Subsequent to the execution and delivery of this Agreement, the
United States shall not have become engaged in hostilities which have resulted
in the declaration of a national emergency or a declaration of war, which makes
it impracticable or inadvisable in the Representative's reasonable judgment to
proceed with the public offering of the Senior Notes on the terms and in the
manner contemplated in the Prospectus as amended or supplemented.
(f) ▇.▇. ▇▇▇▇▇▇▇▇, Esq., Vice President-General Counsel of Ford Credit
and Ford Credit Leasing, or other counsel satisfactory to the Representative in
its rea-
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sonable judgment, shall have furnished to the Underwriter, his written opinion,
dated the Closing Date, in form satisfactory to the Representa- tive in its
reasonable judgment, to the effect that:
(i) The Seller has been duly formed and is validly existing as a
business trust 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) FCTT has been duly formed and is validly existing as a trust under
the laws of the State of Michigan, and is duly qualified to transact business
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.
(iii) The FCTT Agreement has been duly authorized, executed and
delivered by, and constitutes a valid and binding obligation of, each of Ford
Credit and Ford Credit Leasing.
(iv) This Agreement has been duly authorized, executed and delivered by
the Seller.
(v) The Program Operating Lease, the Asset Contribution Agreement, the
Transfer Agreement, the RCL Trust Agreement, the RCL Assignment and the Lease
Trust Agreement have been duly authorized, executed and delivered by, and
each constitutes a valid and binding obligation of, the Seller.
(vi) The consummation of the transactions contemplated by this Agreement
and the Basic Documents and the fulfillment of the terms thereof, will not
conflict with or result in a material breach of any of the terms or
provisions of, or constitute a default under, or result in the creation or
imposition of any material lien, charge or encumbrance upon any of the
property or assets of the Seller pursuant to the terms of, any
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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 Trust of the Seller.
(vii) The Seller has full power and authority to transfer and assign the
Series 1996-1 Certificates to the Issuer pursuant to the Transfer Agreement
and has duly authorized such transfer and assignment to the Issuer by all
necessary trustee action.
(viii) The Seller has full power and authority to transfer and assign a
1% interest in its assets and liabilities to Ford Credit Leasing pursuant to
the RCL Assignment and has duly authorized such transfer and assignment to
Ford Credit Leasing by all necessary trustee action.
(ix) Such counsel does not know of any legal or governmental proceedings
pending to which the Seller is a party or of which any property of the Seller
is the subject, and no such proceedings are known by such counsel to be
threatened or contemplated by governmental authorities or threatened by
others, other than as set forth or contemplated in the Prospectus as amended
or supplemented and other than such proceedings which, in his opinion, will
not have a material adverse effect upon the general affairs, business,
prospects, management, financial position, net worth or results of operations
(on an annual basis) of the Seller and will not materially and adversely
affect the performance by the Seller of its obligations under, or the
validity and enforceability of, the Basic Documents or the Senior Notes.
(x) The Senior Notes have been duly authorized; when executed by the
Lease Trustee and authenticated by the Indenture Trustee in accordance with
the Indenture and delivered and paid for pursuant to this Agreement, the
Senior Notes will constitute valid and binding obliga-
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tions of the Issuer enforceable in accordance with their terms.
(xi) The Registration Statement has become effective under the Act and,
to the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been instituted or threatened by the Commission; the
Registration Statement and the Prospectus as amended or supplemented and any
further amendments and supplements thereto made by the Seller prior to the
Closing Date (other than the financial statements and other accounting
information contained in the Registration Statement or the Prospectus as
amended or supplemented or any further amendments or supplements thereto, or
omitted therefrom, as to which such counsel need express no opinion) comply
as to form in all material respects with the requirements of the Act and the
Trust Indenture Act.
(xii) Such counsel believes that the Registration Statement (other than
the financial statements and other accounting information contained therein
or omitted therefrom, as to which such counsel need express no opinion), at
the time the same became effective, did not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.
(xiii) Such counsel believes that the Prospectus as amended or
supplemented as of its date and as of the Closing Date (other than the
financial statements and other accounting information contained therein or
omitted therefrom, as to which such counsel need express no opinion) does not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
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(xiv) Such counsel does not know of any contract or other document of a
character required to be filed as an exhibit to the Registration Statement or
required to be incorporated by reference into the Prospectus as amended or
supplemented or required to be described in the Registration Statement or the
Prospectus as amended or supplemented which is not filed or incorporated by
reference or described as required.
(xv) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein or in the Basic Documents, except such as
have been obtained and made under the Act, the Trust Indenture Act and as may
be required under state securities laws, and the filing of any financing
statements required to perfect the Seller's interest in the Series 1996-1
Certificates or the Issuer's or Indenture Trustee's interest in the Lease
Trust Estate and such other approvals as have been obtained.
(xvi) Neither the issuance or sale of the Senior Notes, nor the
execution and delivery of the Senior Notes, this Agreement or the Basic
Documents, nor the consummation of any of the other transactions contemplated
herein or in the Basic Documents by the Seller will contravene the terms of
any material provision of any statute, order, or regulation applicable to the
Seller, the failure with which to comply could have a material adverse effect
on the Seller.
(xvii) The Senior Notes, the Basic Documents and this Agreement each
conforms in all material respects with the descriptions thereof contained in
the Registration Statement and the Prospectus.
(xviii) The Seller is not required to be registered under the Investment
Company Act of 1940, as amended.
(xix) Each Series 1996-1 Lease constitutes "chattel paper" as defined in
the Michigan ▇▇▇.
▇▇
▇▇
(xx) The Series 1996-1 Certificates are either "certificated securities"
or "general intangibles" as defined in the Michigan UCC.
Such opinion may be made subject to the qualifications that the
enforceability of the terms of the Indenture, the Program Operating Lease,
the Asset Contribution Agreement, the Transfer Agreement, the RCL Trust
Agreement, the RCL Assignment, the Lease Trust Agreement and the Senior Notes
may be limited by bankruptcy, insolvency, reorganizations or other similar
laws relating to or affecting the enforcement of creditors' rights generally
and by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
(g) ▇.▇. ▇▇▇▇▇▇▇▇, Esq., Vice President-General Counsel of Ford Credit,
or other counsel satisfactory to the Representative in its reasonable judgment,
shall have furnished to the Representative his written opinion, dated as of the
Closing Date, in form satisfactory to the Representative in its reasonable
judgment, to the effect that:
(i) Ford Credit 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, with
only such exceptions as are not material to the business of Ford Credit and
its subsidiaries considered as a whole.
(ii) This Agreement has been duly authorized, executed and delivered by
Ford Credit.
(iii) The FCTT Agreement, the Administrative Agency Agreement, the
Series 1996-1 Supplement, the Asset Contribution Agreement and the RCL Trust
Agreement have been duly authorized, executed and delivered by, and each
constitutes a valid and binding obligation of, Ford Credit.
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(iv) The consummation of the transactions contemplated by this Agreement
and the Basic Documents, and the fulfillment of the terms 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 Ford Credit 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 Ford Credit
and its subsidiaries considered as a whole) upon any of the property or
assets of Ford Credit pursuant to the terms of, any indenture, mortgage, deed
of trust, loan agreement, guarantee, lease financing agreement or similar
agreement or instrument known to such counsel under which Ford Credit is a
debtor or guarantor, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or By-Laws of Ford Credit.
(v) Such counsel does not know of any legal or governmental proceedings
pending to which Ford Credit is a party or of which any property of Ford
Credit is the subject, and no such proceedings are known by such counsel to
be threatened or contemplated by governmental authorities or threatened by
others, other than as set forth or contemplated in the Prospectus as amended
or supplemented and other than such proceedings which, in his opinion, will
not have a material adverse effect upon the general affairs, financial
position, net worth or results of operations (on an annual basis) of Ford
Credit and its subsidiaries considered as a whole and will not materially and
adversely affect the performance by Ford Credit of its obligations under, or
the validity and enforceability of, the Basic Documents.
(vi) Ford Credit has full power and authority to contribute and assign
its interest in the Series 1996-1 Certificates to the Seller pursuant to the
Asset Contribution Agreement and has duly authorized such contribution and
assignment to the Seller by all necessary corporate action.
(vii) The Issuer has full power and authority to grant a security
interest in the
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Series 1996-1 Certificates to the Indenture Trustee pursuant to the Indenture
and, subject to such security interest, to grant to the Seller the right to
the use of and proceeds from the Series 1996-1 Certificates pursuant to the
Program Operating Lease and has duly authorized each such grant by all
necessary trustee action.
(viii) The statements in the Prospectus under the caption "Certain
Legal Aspects of FCTT and the Series 1996-1 Certificates" and "Certain Legal
Aspects of the Leases and Leased Vehicles," to the extent they constitute
matters of law or legal conclusions, are correct in all material respects.
(ix) Immediately prior to the transfer of its interest in the Series
1996-1 Certificates to the Seller, Ford Credit owned its interest in the
Series 1996-1 Certificates free and clear of any lien, security interest or
charge; immediately prior to the transfer and assignment of the Series 1996-1
Certificates to the Issuer, the Seller owned the Series 1996-1 Certificates
free and clear of any lien, security interest or charge; and immediately
prior to the grant of a security interest in the Series 1996-1 Certificates
to the Indenture Trustee, the Issuer owned the Series 1996-1 Certificates
free and clear of any lien, security interest or charge. The Series 1996-1
Certificates have been duly and validly assigned to the Seller by Ford Credit
and Ford Credit Leasing and to the Issuer by the Seller, and a security
interest in the Series 1996-1 Certificates has been duly and validly granted
to the Indenture Trustee by the Issuer. Subject to such security interest,
the right to the use of and proceeds from the Series 1996-1 Certificates has
been duly and validly granted to the Seller by the Issuer.
(x) All filings necessary under applicable law to perfect the
assignment of the Series 1996-1 Certificates by Ford Credit and Ford Credit
Leasing to the Seller pursuant to the Asset Contribution Agreement, the
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20
assignment of the Series 1996-1 Certificates by the Seller to the Issuer
pursuant to the Transfer Agreement and the grant of a security interest in
the Series 1996-1 Certificates to the Indenture Trustee pursuant to the
Indenture have been made and, provided that neither Ford Credit nor Ford
Credit Leasing relocates its principal place of business in a state other
than Michigan, no other filings (other than the filing of continuation
statements) need be made to maintain the perfection of the assignment of the
Series 1996-1 Certificates to the Seller pursuant to the Asset Contribution
Agreement or to the Issuer pursuant to the Transfer Agreement and of the
grant of a security interest in the Series 1996-1 Certificates to the
Indenture Trustee pursuant to the Indenture.
(xi) The Indenture is qualified under the Trust Indenture Act, and
neither the Issuer nor Ford Credit is required to be registered under the
Investment Company Act of 1940, as amended.
(xii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein or in the Basic Documents, except such as
have been obtained and made under the Act, the Trust Indenture Act and as may
be required under state securities laws, and the filing of any financing
statements required to perfect the Seller's interest in the Series 1996-1
Certificates or the Issuer's or Indenture Trustee's interest in the Lease
Trust Estate and such other approvals as have been obtained.
(xiii) Such counsel does not know of any legal or governmental
proceedings pending to which either Ford Credit or the Seller is a party or
of which any property of either Ford Credit or the Seller is the subject, and
no such proceedings are known by such counsel to be threatened or
contemplated by governmental authorities or threatened by others (1) seeking
to prevent the issuance of the
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21
Senior Notes or the consummation of any of the transactions contemplated by
this Agreement and the Basic Documents or (2) seeking adversely to affect the
federal income tax attributes of the Senior Notes as described in the
Prospectus under the heading "Federal Income Tax Consequences."
(xiv) Neither the issuance or sale of the Senior Notes, nor the
execution and delivery of the Senior Notes, this Agreement or the Basic
Documents, nor the consummation of any of the other transactions contemplated
herein or in the Basic Documents by Ford Credit will contravene the terms of
any material provision of any statute, order, or regulation applicable to
Ford Credit, the failure with which to comply could have a material adverse
effect on Ford Credit and its subsidiaries considered as a whole.
(h) ▇.▇. ▇▇▇▇▇▇▇▇, Esq., Vice President-General Counsel of Ford Credit
Leasing, or other counsel satisfactory to the Representative in its reasonable
judgment, shall have furnished to the Representative his written opinion, dated
as of the Closing Date, in form satisfactory to the Representative in its
reasonable judgment, to the effect that:
(i) Ford Credit Leasing 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) This Agreement has been duly authorized, executed and delivered by
Ford Credit Leasing.
(iii) The FCTT Agreement, the Administrative Agency Agreement, the
Series 1996-1 Supplement, the Asset Contribution Agreement, the RCL Trust
Agreement and the RCL
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22
Assignment have been duly authorized, executed and delivered by, and each
constitutes a valid and binding obligation of, Ford Credit Leasing.
(iv) The consummation of the transactions contemplated by this Agreement
and the Basic Documents, and the fulfillment of the terms thereof, will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any of the property or assets of Ford Credit
Leasing pursuant to the terms of, any indenture, mortgage, deed of trust,
loan agreement, guarantee, lease financing agreement or similar agreement or
instrument known to such counsel under which Ford Credit Leasing is a debtor
or guarantor, nor will such action result in any violation of the provisions
of the Certificate of Incorporation or By-Laws of Ford Credit Leasing.
(v) Ford Credit Leasing is not required to be registered under the
Investment Company Act of 1940, as amended.
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein or in the Basic Documents, except such as
have been obtained and made under the Act, the Trust Indenture Act and as may
be required under state securities laws, and the filing of any financing
statements required to perfect the Seller's interest in the Series 1996-1
Certificates or the Issuer's or Indenture Trustee's interest in the Lease
Trust Estate and such other approvals as have been obtained.
(vii) Such counsel does not know of any legal or governmental
proceedings pending to which Ford Credit Leasing is a party or of which any
property of Ford Credit Leasing is the subject, and no such proceedings are
known by such counsel to be threatened or contemplated by governmental
authorities or threatened by
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23
others, other than as set forth or contemplated in the Prospectus as amended
or supplemented and other than such proceedings which, in his opinion, will
not have a material adverse effect upon the general affairs, financial
position, net worth or results of operations (on an annual basis) of Ford
Credit Leasing and will not materially and adversely affect the performance
by Ford Credit Leasing of its obligations under, or the validity and
enforceability of, the Basic Documents.
(viii) Ford Credit Leasing has full power and authority to contribute
and assign its interest in the Series 1996-1 Certificates to the Seller
pursuant to the Asset Contribution Agreement and has duly authorized such
contribution and assignment to the Seller by all necessary corporate action.
(ix) Immediately prior to the transfer of its interest in the Series
1996-1 Certificates to the Seller, Ford Credit Leasing owned its interest in
the Series 1996-1 Certificates free and clear of any lien, security interest
or charge.
(x) Such counsel does not know of any legal or governmental proceedings
pending to which Ford Credit Leasing is a party or of which any property of
Ford Credit Leasing is the subject, and no such proceedings are known by such
counsel to be threatened or contemplated by governmental authorities or
threatened by others (1) seeking to prevent the issuance of the Senior Notes
or the consummation of any of the transactions contemplated by this Agreement
and the Basic Documents or (2) seeking adversely to affect the federal income
tax attributes of the Senior Notes as described in the Prospectus under the
heading "Federal Income Tax Consequences."
(xi) Neither the issuance or sale of the Senior Notes, nor the execution
and delivery of the Senior Notes, this Agreement or the Basic Documents, nor
the consummation of
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24
any of the other transactions contemplated herein or in the Basic Documents
by Ford Credit Leasing will contravene the terms of any material provision of
any statute, order, or regulation applicable to Ford Credit Leasing, the
failure with which to comply could have a material adverse effect on Ford
Credit Leasing.
(i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP shall have furnished their
written opinion, dated the Closing Date, with respect to the characterization
of the transfer of the Series 1996-1 Certificates by Ford Credit and Ford
Credit Leasing to the Seller as an absolute transfer (a "true sale"), and with
respect to the characterization under the Uniform Commercial Code of the
transfer of the Series 1996-1 Certificates from the Seller to the Issuer (which
opinion shall state that it may be relied upon by the Indenture Trustee) to the
Representative, the Rating Agency, Ford Credit and Ford Credit Leasing, and
such opinion shall be in substantially the form previously discussed with the
Representative and in any event satisfactory in form and in substance to the
Representative.
(j) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Ford
Credit, shall have furnished their written opinion, dated the Closing Date,
with respect to the nonconsolidation under the Bankruptcy Code of the assets
and liabilities of any of Ford Credit Leasing, FCTT or the Seller with the
assets and liabilities of Ford Credit in the event that Ford Credit were to
become the subject of a case under the Bankruptcy Code to the Representative,
the Rating Agency, Ford Credit and Ford Credit Leasing, and such opinion shall
be in substantially the form previously discussed with the Representative and
in any event satisfactory in form and in substance to the Representative.
(k) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special tax counsel to Ford
Credit, shall have furnished to the Representative their written opinion, dated
as of the Closing Date, in form and in substance satisfactory to the
Representative in its reasonable judgment, to the effect that:
(i) FCTT, the Seller and the Issuer will each not be classified as
an asso-
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25
ciation taxable as a corporation for federal income tax purposes and the
Senior Notes will be characterized as debt for federal income tax purposes.
(ii) The statements in the Registration Statement and Prospectus under
the heading "Federal Income Tax Consequences," to the extent that they
constitute matters of law or legal conclusions with respect thereto, have
been prepared or reviewed by such counsel and are correct in all material
respects.
(l) ▇.▇. ▇▇▇▇▇▇▇▇, Esq., Vice President-General Counsel of Ford Credit
and Ford Credit Leasing, shall have furnished to the Representative his written
opinion, dated as of the Closing Date, in form satisfactory to the
Representative in its reasonable judgment, to the effect that, assuming FCTT,
the Seller and the Issuer will each not be classified as an association
taxable as a corporation for federal income tax purposes and the Senior Notes
will be characterized as debt for federal income tax purposes:
(i) None of FCTT, the Seller or the Issuer will be classified as a
separate entity subject to Michigan single business tax or the Michigan
income tax.
(ii) The Senior Notes will be characterized as debt for Michigan income
and single business tax purposes.
(iii) Holders of Senior Notes who would not otherwise be subject to tax
in Michigan will not be subject to tax in Michigan solely because of a
Holder's ownership of the Senior Notes.
(iv) The statements in the Registration Statement and Prospectus under
the headings "Certain State Tax Consequences," to the extent that they relate
to Michigan tax matters and constitute matters of law or legal conclusions
with respect thereto, have been prepared or reviewed by such counsel and are
correct in all material respects.
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(m) The Representative shall have received an opinion addressed to the
Representative of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, dated the Closing
Date, with respect to the validity of the Senior Notes and such other related
matters as the Representative shall require and the Seller, Ford Credit and
Ford Credit Leasing shall have furnished or caused to be furnished to such
counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters.
(n) The Representative shall have received an opinion addressed to the
Representative, the Seller, Ford Credit and Ford Credit Leasing of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A., counsel to the Lease Trustee, dated the Closing Date
and satisfactory in form and substance to the Representative and to counsel to
the Representative, to the effect that:
(i) The Lease Trustee has been duly incorporated and is validly
existing as a banking corporation in good standing under the laws of the
State of Delaware with full corporate trust power and authority to enter into
and perform its obligations under the Lease Trust Agreement and the Lease
Trust Paying Agent Agreement and, on behalf of the Issuer, under the
Indenture, the Transfer Agreement and the Program Operating Lease.
(ii) The Lease Trust Agreement duly creates for the benefit of the
Seller and the Lease Trust Certificateholders the interests in the Lease
Trust Estate which the Lease Trust Agreement purports to create, and the
trust purported to be created by the Lease Trust Agreement is validly formed
and is validly existing.
(iii) The Lease Trust Agreement authorizes the Issuer to execute and
deliver the Indenture, the Transfer Agreement, and the Program Operating
Lease, to issue the Senior Notes and to grant the Lease Trust Estate to the
Indenture Trustee as security for the Senior Notes.
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27
(iv) The execution and delivery of the Lease Trust Agreement and the
Lease Trust Paying Agent Agreement and, on behalf of the Issuer, the
Indenture, the Transfer Agreement and the Program Operating Lease and the
performance by the Lease Trustee of its obligations under the Lease Trust
Agreement, the Indenture, the Transfer Agreement and the Program Operating
Lease have been duly authorized by all necessary corporate action of the
Lease Trustee and each has been duly executed and delivered by the Lease
Trustee.
(v) Assuming due authorization, execution and delivery thereof by the
parties thereto, the Lease Trust Agreement, the Lease Trust Paying Agent
Agreement, the Indenture, the Transfer Agreement and the Program Operating
Lease each constitutes a legal, valid and binding obligation of the Lease
Trustee, enforceable against the Lease Trustee in accordance with its terms,
except (1) the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights, and (2) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(vi) Neither the execution nor delivery by the Lease Trustee of the
Lease Trust Agreement and the Lease Trust Paying Agent Agreement and, on
behalf of the Issuer, the Indenture, the Transfer Agreement and the Program
Operating Lease, nor the consummation of any of the transactions by the Lease
Trustee contemplated thereby required the consent or approval of, the giving
of notice to, the registration with, or the taking of any other action with
respect to, any governmental authority or agency under any existing federal
or Delaware State law governing the trust powers of the Lease Trustee, except
such as have been obtained, made or taken.
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28
(vii) The Lease Trustee has duly authorized, issued, executed and
delivered each of the Senior Notes pursuant to the terms and provisions of
the Indenture; each of such Senior Notes is a legal, valid and binding
obligation of the Lease Trustee, enforceable against the Lease Trustee in
accordance with its terms and the terms of the Indenture; and each of such
Senior Notes is entitled to the benefits and security afforded by the
Indenture in accordance with the terms of the Indenture.
(viii) The execution and delivery by the Lease Trustee of the Lease
Trust Agreement and the Lease Trust Paying Agent Agreement and, on behalf of
the Issuer, the Indenture, the Transfer Agreement and the Program Operating
Lease, and the performance by the Lease Trustee of its obligations thereunder
do not conflict with or result in a breach or violation of any of the terms,
conditions or provisions of any law, governmental rule or regulation of the
United States or the State of Delaware governing the banking or trust powers
of the Lease Trustee or the Certificate of Incorporation or By-Laws of the
Lease Trustee or, to such counsel's knowledge, any order writ, injunction or
decree of any court or governmental authority against the Lease Trustee or by
which it or any of its properties is bound or, to such counsel's knowledge,
any indenture, mortgage or contract or other agreement or instrument to which
the Lease Trustee is a party or by which it or any of its properties is
bound, or constitute a default thereunder.
(ix) The Lease Trustee has acquired such title to the Series 1996-1
Certificates as has been conveyed to the Lease Trustee on the date hereof,
subject to the rights of the Seller under the Program Operating Lease and the
security interest created pursuant to the Indenture; and, to such counsel's
knowledge, there exist no liens, security interests or charges affecting the
title of the Lease Trustee to the Series 1996-1 Certificates resulting from
acts of or claims against the
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Lease Trustee except liens, security interests or charges contemplated by the
Basic Documents.
(o) The Representative shall have received an opinion addressed to the
Representative, the Seller and Ford Credit of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, counsel to
the Indenture Trustee, dated the Closing Date and satisfactory in form and
substance to the Representative and to counsel to the Representative, to the
effect that:
(i) The Indenture Trustee has been duly incorporated and is validly
existing as a banking corporation in good standing under the laws of the
State of New York with full corporate trust power and authority to enter into
and perform its obligations under the Indenture.
(ii) The Lease Trust Paying Agent has been duly incorporated and is
validly existing as a banking corporation in good standing under the laws of
the State of New York with full corporate trust power and authority to enter
into and perform its obligations under the Indenture.
(iii) The Indenture has been duly executed and delivered by the
Indenture Trustee, and, insofar as the laws governing the trust powers of the
Indenture Trustee are concerned and assuming due authorization, execution and
delivery thereof by the Lease Trustee, the Indenture constitutes a legal,
valid and binding obligation of the Indenture Trustee, enforceable against
the Indenture Trustee in accordance with its terms, except (1) the
enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights, and (2) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
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30
(iv) The Lease Trust Paying Agent Agreement has been duly executed and
delivered by the Lease Trust Paying Agent, and, insofar as the laws
governing the trust powers of the Lease Trust Paying Agent are concerned
and assuming due authorization, execution and delivery thereof by the Lease
Trustee, the Lease Trust Paying Agent Agreement constitutes a legal, valid
and binding obligation of the Lease Trust Paying Agent, enforceable against
the Lease Trust Paying Agent in accordance with its terms, except (1) the
enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights, and (2) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(v) The Senior Notes have been duly authenticated and delivered by the
Indenture Trustee.
(vi) Neither the execution nor delivery by the Indenture Trustee of the
Indenture nor the consummation of any of the transactions by the Indenture
Trustee contemplated thereby required the consent or approval of, the giving
of notice to, the registration with, or the taking of any other action with
respect to, any governmental authority or agency under any existing federal
or New York State law governing the trust powers of the Indenture Trustee,
except such as have been obtained, made or taken.
(vii) Neither the execution nor delivery by the Lease Trust Paying
Agent of the Lease Trust Paying Agent Agreement nor the consummation of any
of the transactions by the Lease Trust Paying Agent contemplated thereby
required the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action with respect to, any
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31
governmental authority or agency under any existing federal or New York State
law governing the trust powers of the Lease Trust Paying Agent, except such
as have been obtained, made or taken.
(viii) The execution and delivery by the Indenture Trustee of the
Indenture and the performance by the Indenture Trustee of its obligations
thereunder do not conflict with or result in a breach or violation of any of
the terms, conditions or provisions of any law, governmental rule or
regulation of the United States or the State of New York governing the
banking or trust powers of the Indenture Trustee or the Certificate of
Incorporation or By-Laws of the Indenture Trustee or, to such counsel's
knowledge, any order writ, injunction or decree of any court or governmental
authority against the Indenture Trustee or by which it or any of its
properties is bound or, to such counsel's knowledge, any indenture, mortgage
or contract or other agreement or instrument to which the Indenture Trustee
is a party or by which it or any of its properties is bound, or constitute a
default thereunder.
(ix) The execution and delivery by the Lease Trust Paying Agent of the
Lease Trust Paying Agent Agreement and the performance by the Lease Trust
Paying Agent of its obligations thereunder do not conflict with or result in
a breach or violation of any of the terms, conditions or provisions of any
law, governmental rule or regulation of the United States or the State of New
York governing the banking or trust powers of the Lease Trust Paying Agent or
the Certificate of Incorporation or By-Laws of the Lease Trust Paying Agent
or, to such counsel's knowledge, any order writ, injunction or decree of any
court or governmental authority against the Lease Trust Payment Agent or by
which it or any of its properties is bound or, to such counsel's knowledge,
any indenture, mortgage or contract or other agreement or instrument to which
the Lease Trust Payment Agent is a party or by which it or any of its
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properties is bound, or constitute a default thereunder.
(p) The Representative shall have received an opinion addressed to the
Representative, the Seller, Ford Credit and Ford Credit Leasing of Morris,
James, Hitchens & ▇▇▇▇▇▇▇▇, counsel to the RCL Trustee, dated the Closing Date
and satisfactory in form and substance to the Representative and to counsel to
the Representative, to the effect that:
(i) The RCL Trustee has been duly incorporated and is validly existing
as a banking corporation in good standing under the laws of the State of
Delaware with full corporate trust power and authority to enter into and
perform its obligations under the RCL Trust Agreement and, on behalf of the
Seller, under this Agreement, the Transfer Agreement, the Program Operating
Lease, the Asset Contribution Agreement, the RCL Assignment and the Lease
Trust Agreement.
(ii) The RCL Trust Agreement duly creates for the benefit of Ford Credit
and Ford Credit Leasing the interests in the Seller's assets which the RCL
Trust Agreement purports to create, and the trust purported to be created by
the RCL Trust Agreement is validly formed and is validly existing as a
business trust in good standing under the laws of the State of Delaware.
(iii) The RCL Trust Agreement authorizes the Seller to execute and
deliver this Agreement, the Transfer Agreement, the Program Operating Lease,
the Asset Contribution Agreement, the RCL Assignment and the Lease Trust
Agreement.
(iv) The execution and delivery of the RCL Trust Agreement and, on
behalf of the Seller, this Agreement, the Transfer Agreement, the Program
Operating Lease, the Asset Contribution Agreement, the RCL Assignment and the
Lease Trust Agreement and the performance by the RCL Trustee of its
obligations under the
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RCL Trust Agreement, this Agreement, the Transfer Agreement, the Program
Operating Lease, the Asset Contribution Agreement, the RCL Assignment and the
Lease Trust Agreement have been duly authorized by all necessary corporate
action of the RCL Trustee and each has been duly executed and delivered by
the RCL Trustee.
(v) Assuming due authorization, execution and delivery thereof by the
parties thereto, the RCL Trust Agreement, this Agreement, the Transfer
Agreement, the Program Operating Lease, the Asset Contribution Agreement, the
RCL Assignment and the Lease Trust Agreement each constitutes a legal, valid
and binding obligation of the RCL Trustee, enforceable against the RCL
Trustee in accordance with its terms, except (1) the enforceability thereof
may be subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights, and
(2) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.
(vi) Neither the execution nor delivery by the RCL Trustee of the RCL
Trust Agreement and, on behalf of the Seller, this Agreement, the Transfer
Agreement, the Program Operating Lease, the Asset Contribution Agreement, the
RCL Assignment and the Lease Trust Agreement, nor the consummation of any of
the transactions by the RCL Trustee contemplated thereby required the consent
or approval of, the giving of notice to, the registration with, or the taking
of any other action with respect to, any governmental authority or agency
under any existing federal or Delaware State law governing the trust powers
of the RCL Trustee, except such as have been obtained, made or taken.
(vii) The execution and delivery by the RCL Trustee of the RCL Trust
Agreement and, on behalf of the Seller, this Agreement,
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the Transfer Agreement, the Program Operating Lease, the Asset Contribution
Agreement, the RCL Assignment and the Lease Trust Agreement, and the
performance by the RCL Trustee of its obligations thereunder do not conflict
with or result in a breach or violation of any of the terms, conditions or
provisions of any law, governmental rule or regulation of the United States
or the State of Delaware governing the banking or trust powers of the RCL
Trustee or the Certificate of Incorporation or By-Laws of the RCL Trustee or,
to such counsel's knowledge, any order writ, injunction or decree of any
court or governmental authority against the RCL Trustee or by which it or any
of its properties is bound or, to such counsel's knowledge, any indenture,
mortgage or contract or other agreement or instrument to which the RCL
Trustee is a party or by which it or any of its properties is bound, or
constitute a default thereunder.
(q) The Representative shall have received an opinion addressed to the
Representative, the Seller, Ford Credit and Ford Credit Leasing of ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the FCTT Trustee, dated the Closing Date and
satisfactory in form and substance to the Representative and to counsel to the
Representative, to the effect that:
(i) The FCTT Trustee has been duly incorporated and is validly existing
as a banking corporation in good standing under the laws of the State of
Michigan with full corporate trust power and authority to enter into and
perform its obligations under the FCTT Agreement and, on behalf of FCTT,
under the Administrative Agency Agreement and the Series 1996-1 Supplement.
(ii) The FCTT Agreement duly creates for the benefit of Ford Credit and
Ford Credit Leasing the interests in the assets of FCTT which the FCTT
Agreement purports to create, and the trust purported to be created by the
FCTT Agreement is validly formed and is validly existing.
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(iii) The FCTT Agreement authorizes FCTT to execute and deliver the
Administrative Agency Agreement and the Series 1996-1 Supplement.
(iv) The execution and delivery of the FCTT Agreement and, on behalf of
FCTT, the Administrative Agency Agreement and the Series 1996- 1 Supplement
and the performance by the FCTT Trustee of its obligations under the FCTT
Agreement, the Administrative Agency Agreement and the Series 1996-1
Supplement have been duly authorized by all necessary corporate action of the
FCTT Trustee and each has been duly executed and delivered by the FCTT
Trustee.
(v) Assuming due authorization, execution and delivery thereof by the
parties thereto, the FCTT Agreement, the Administrative Agency Agreement and
the Series 1996-1 Supplement each constitutes a legal, valid and binding
obligation of the FCTT Trustee, enforceable against the FCTT Trustee in
accordance with its terms, except (1) the enforceability thereof may be
subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights, and
(2) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.
(vi) Neither the execution nor delivery by the FCTT Trustee of the FCTT
Agreement and, on behalf of FCTT, the Administrative Agency Agreement and the
Series 1996-1 Supplement, nor the consummation of any of the transactions by
the FCTT Trustee contemplated thereby required the consent or approval of,
the giving of notice to, the registration with, or the taking of any other
action with respect to, any governmental authority or agency under any
existing federal or Michigan State law govern-
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ing the trust powers of the FCTT Trustee, except such as have been obtained,
made or taken.
(vii) The execution and delivery by the FCTT Trustee of the FCTT
Agreement and, on behalf of FCTT, the Administrative Agency Agreement and the
Series 1996-1 Supplement, and the performance by the FCTT Trustee of its
obligations thereunder do not conflict with or result in a breach or
violation of any of the terms, conditions or provisions of any law,
governmental rule or regulation of the United States or the State of Michigan
governing the banking or trust powers of the FCTT Trustee or the Certificate
of Incorporation or By-Laws of the FCTT Trustee or, to such counsel's
knowledge, any order writ, injunction or decree of any court or governmental
authority against the FCTT Trustee or by which it or any of its properties is
bound or, to such counsel's knowledge, any indenture, mortgage or contract or
other agreement or instrument to which the FCTT Trustee is a party or by
which it or any of its properties is bound, or constitute a default
thereunder.
(r) The Representative shall have received an officer's certificate dated
the Closing Date of the Chairman of the Board, the President, the Executive
Vice President-Finance or the Treasurer of:
(i) Ford Credit, in which such officer shall state that, to the best of
such officer's knowledge after reasonable investigation, the representations
and warranties of Ford Credit contained in the FCTT Agreement, the RCL Trust
Agreement, the Administrative Agency Agreement, the Series 1996-1 Supplement
and the Asset Contribution Agreement are true and correct in all material
respects, and that Ford Credit has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied under such agreements
at or prior to the Closing Date in all material respects; and
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(ii) Ford Credit Leasing, in which such officer shall state that, to the
best of such officer's knowledge after reasonable investigation, the
representations and warranties of Ford Credit Leasing contained in the FCTT
Agreement, the RCL Trust Agreement, the Series 1996-1 Supplement and the
Asset Contribution Agreement are true and correct in all material respects,
and that Ford Credit Leasing has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied under such agreements
at or prior to the Closing Date in all material respects.
(s) The Senior Notes shall have been rated in the highest investment
rating category by at least one Rating Agency.
(t) The Representative shall have received a letter or letters from each
counsel delivering any written opinion to any Rating Agency in connection with
the transaction described herein which is not otherwise described in this
Agreement allowing the Representative to rely on such opinion as if it were
addressed to the Representative.
(u) Any taxes, fees and other governmental charges which are due and
payable in connection with the execution, delivery and performance of this
Agreement, the Indenture and the Senior Notes shall have been paid by the
Seller at or prior to the Closing Date.
(v) At the Closing Date, the Lease Trust Certificates shall have been
purchased and paid for by ▇.▇. ▇▇▇▇▇▇ Securities Inc. in accordance with the
Lease Trust Certificate Purchase Agreement of even date herewith and the
Subordinated Notes shall have been issued to the Seller in accordance with the
Lease Trust Agreement.
(w) On or prior to the Closing Date, the Seller, Ford Credit or Ford
Credit Leasing, as the case may be, shall have furnished to the Representative
such further certificates and documents as the Representative shall reasonably
request.
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8. Indemnification and Contribution. (a) The Seller, Ford Credit and Ford
Credit Leasing will jointly and severally indemnify and hold each Underwriter
harmless against any losses, claims, damages, or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Seller, Ford Credit and Ford
Credit Leasing will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with written
information furnished to the Seller, Ford Credit or Ford Credit Leasing by any
Underwriter through the Representative specifically for use therein; and
provided further, that the Seller, Ford Credit and Ford Credit Leasing shall
not be liable to any Underwriter or any person controlling any Underwriter
under the indemnity agreement in this subsection (a) with respect to any of
such documents to the extent that any such loss, claim, damage or liability of
the Underwriters or such controlling person results from the fact that such
Underwriter sold the Senior Notes to a person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
Prospectus or of the Prospectus as then amended or supplemented, whichever is
most recent, if the Seller has previously furnished copies thereof to such
Underwriter.
The indemnity agreement in this subsection (a) shall be in addition to any
liability which the Seller, Ford Credit or Ford Credit Leasing may otherwise
have and shall extend, upon the same terms and conditions, to each
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person, if any, who controls any Underwriter within the meaning of the Act.
(b) Each Underwriter will indemnify and hold harmless the Seller, Ford
Credit and Ford Credit Leasing against any losses, claims, damages or
liabilities to which the Seller, Ford Credit or Ford Credit Leasing may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or the alleged omissions to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Seller, Ford Credit or Ford Credit Leasing by such Underwriter through
the Representative specifically for use therein, and will reimburse any legal
or other expenses reasonably incurred by the Seller, Ford Credit or Ford Credit
Leasing in connection with investigating or defending any such action or claim.
The indemnity agreement in this subsection (b) shall be in addition to any
liability which each Underwriter may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls the Seller,
Ford Credit or Ford Credit Leasing within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) of written notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the indemnifying
party of the commencement thereof, and in the event that such indemnified party
shall not so notify the indemnifying party within 30 days following receipt of
any such notice by such indemnified party, the indemnifying party shall have no
further liability under such subsection to such indemnified party unless the
indemnifying party shall have received other
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notice addressed and delivered in the manner provided in Section 11 hereof of
the commencement of such action; but the omission so to notify the indemnifying
party will not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection. In case any such
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party in its reasonable
judgment, and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under such subsection for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Seller, Ford Credit and Ford Credit Leasing on the one hand and the
Underwriters on the other from the offering of the Senior Notes. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the
Seller, Ford Credit and Ford Credit Leasing on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages, or liabilities (or actions in respect
thereof) as well as any other relevant equitable considerations. The relative
benefits received by the Seller, Ford Credit and Ford Credit Leasing on the one
hand and the Underwriters on the other
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shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Seller bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus as amended
or supplemented with respect to the Senior Notes. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Seller, Ford
Credit or Ford Credit Leasing or by the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission, including, with respect to any Underwriter,
the extent to which such losses, claims, damages or liabilities (or actions in
respect thereof) result from the fact that such Underwriter sold such Senior
Notes to a person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus or the Prospectus
as then supplemented or amended, whichever is more recent, if the Seller has
previously furnished copies thereof to such Underwriter. The Seller, Ford
Credit and Ford Credit Leasing and the Underwriters, severally and not jointly,
agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Senior Notes underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to
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contribution from any person who was not guilty of such fraudulent
misrepresentation.
9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements
(including, without limitation, Section 6(k)) of the Seller, Ford Credit and
Ford Credit Leasing or their respective officers and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation or statement as to the results thereof,
made by or on behalf of any Underwriter, the Seller, Ford Credit or Ford Credit
Leasing or any of their respective representatives, officers, directors or
controlling persons, and will survive delivery of and payment for the Senior
Notes.
10. Failure to Purchase the Senior Notes. If the purchase of the Senior
Notes shall not be consummated because the circumstances described in Section
7(e) shall have occurred, then neither the Seller, Ford Credit nor Ford Credit
Leasing shall have any liability to the Underwriters except as set forth in
Section 6(h) and Section 8 hereof; but if for any other reason the Senior Notes
are not delivered to the Underwriters as provided herein, the Seller, Ford
Credit and Ford Credit Leasing will be liable to reimburse the Underwriters,
through the Representative, for all out-of-pocket expenses, including counsel
fees and disbursements reasonably incurred by the Underwriters in making
preparations for the offering of the Senior Notes, but neither the Seller, Ford
Credit nor Ford Credit Leasing shall then have any further liability to any
Underwriter with respect to the Senior Notes except as provided in Section 6(h)
and Section 8 hereof. If any Underwriter or Underwriters default on their
obligations to purchase Senior Notes hereunder and the aggregate principal
balance of the Senior Notes that such defaulting Underwriter or Underwriters
agreed but failed to purchase does not exceed 10% of the total principal
balance of such Senior Notes, the Representative may make arrangements
satisfactory to the Seller, Ford Credit and Ford Credit Leasing for the
purchase of such Senior Notes by other persons, including the non-defaulting
Underwriter or Underwriters, but if no such arrangements are made by the
Closing Date, the non-defaulting Underwriter or Underwriters shall be
obligated, in proportion to their commitments hereunder, to purchase the Senior
Notes
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that such defaulting Underwriter or Underwriters agreed but failed to purchase.
If any Underwriter or Underwriters so default and the aggregate principal
balance of the Senior Notes with respect to which such default or defaults
occur exceeds 10% of the total principal balance of such Senior Notes and
arrangements satisfactory to the non-defaulting Underwriter or Underwriters,
the Seller, Ford Credit and Ford Credit Leasing for the purchase of such Senior
Notes by other persons are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Underwriter, the Seller, Ford Credit and Ford Credit Leasing except as provided
in Section 6(h) and Section 8 hereof. As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter or Underwriters
from liability for its default.
11. Limitation of Liability. It is expressly understood by the parties
hereto that (a) this Agreement is executed and delivered by First Union Bank of
Delaware not individually or personally but solely in its capacity as trustee
of the Seller under the RCL Trust Agreement, in the exercise of the powers and
authority conferred and vested in it thereunder, (b) each of the
representations, undertakings, covenants (including but not limited to the
covenants set forth in Section 6 hereof) and agreements herein made on the part
of the Seller in this Agreement is made and intended not as personal
representations, undertakings, covenants, and agreements by First Union Bank of
Delaware, individually or personally, but is made and intended for the purpose
of binding only the Seller, (c) nothing contained herein shall be construed as
creating any liability on First Union Bank of Delaware, individually or
personally, to perform any covenant of the Seller either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
Representative, Ford Credit and Ford Credit Leasing and by any person claiming
by, through or under the Representative, Ford Credit or Ford Credit Leasing and
(d) under no circumstances shall First Union Bank of Delaware be personally
liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Seller under this Agreement or the Basic
Documents.
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12. Notices. All communications hereunder will be in writing and will be
mailed, delivered or sent by facsimile transmission and confirmed.
Communications to the Underwriter shall be given to ▇.▇. ▇▇▇▇▇▇ Securities
Inc., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Facsimile No.: 212-648-5909),
Attention: Syndicate Desk. Communications to the Seller shall be given to it
at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Facsimile No.:
313-337-1160), Attention: President. Communications to Ford Credit shall be
given to it at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(Facsimile No.: 313-337-1160), Attention: Secretary. Communications to Ford
Credit Leasing shall be given to it at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Facsimile No.: 313-594-0735), Attention: Treasurer.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the Underwriters, the Seller, Ford Credit, Ford Credit Leasing and
their respective successors and the officers and directors and controlling
persons referred to in Section 8, and no other person will have any right or
obligations hereunder.
14. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.
15. Counterparts. This Agreement may be executed by each of the parties
hereto in any number of counterparts, and by each of the parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
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If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, whereupon this letter and your acceptance
hereof shall constitute a binding agreement.
Very truly yours,
RCL TRUST 1996-1
By: FIRST UNION BANK OF DELAWARE
not in its individual
capacity but solely in its
capacity as trustee of
RCL Trust 1996-1, as Seller
By:___________________________
Name:
Title:
FORD MOTOR CREDIT COMPANY
By:__________________________
Name:
Title:
FORD CREDIT LEASING COMPANY, INC.
By:__________________________
Name:
Title:
The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the date
first above written.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
Acting on behalf of itself
and as the Representative
of the several Underwriters
By:_________________________
Name:
Title:
46
SCHEDULE I
Initial Initial
Principal Principal
Balance of Balance of
Class A-1 Class A-2
Senior Notes Senior Notes
▇.▇. ▇▇▇▇▇▇ Securities Inc. $ $
Total -------------- ---------------
============== ===============
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