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EXHIBIT 10.1
SCHEDULE
TO THE
ISDA MASTER AGREEMENT
DATED AS OF OCTOBER [18 ], 2000
BETWEEN
DEUTSCHE BANK AG
ACTING THROUGH ITS NEW YORK BRANCH ("PARTY A")
AND
FORD CREDIT AUTO OWNER TRUST 2000-F ("PARTY B")
PART 1. TERMINATION PROVISIONS.
(a) "SPECIFIED ENTITY" means:
(i) in relation to Party A: Not Applicable.
(ii) in relation to Party B: Not Applicable.
(b) "SPECIFIED TRANSACTION" shall have the meaning specified in Section 14
of this Agreement.
(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to Party
A but not to Party B subject to amendment by adding at the end thereof
the following words:
"and in either case, the other party determines in good faith
that it has reasonable grounds to conclude that the
performance of the Defaulting Party of its financial
obligations hereunder is endangered."
For purposes of this clause (c) and with respect to Section 5(a)(vi),
such determination will be made by the Indenture Trustee on behalf of
Party B.
With regard to Party A, "Threshold Amount" means 3% of its
shareholders' equity (i.e., the sum of capital and disclosed reserves
as reported in the most recently published annual audited consolidated
financial statements of Deutsche Bank AG.)
(d) The "CREDIT EVENT UPON MERGER" provision in Section 5(b)(iv), which
applies to Party A but not to Party B, is hereby amended to read as
follows:
"(iv) CREDIT EVENT UPON MERGER. "Credit Event Upon Merger"
means that a Designated Event (as defined below) occurs with
respect to a party, any Credit Support Provider of such party
or any applicable Specified Entity of such party (in each
case, "X") and such Designated Event does not constitute a
Merger Without Assumption under Section 5(a)(viii) hereof and,
in the reasonable opinion of the other party, the
creditworthiness of X or, if applicable, the successor,
surviving or transferee entity of X, after taking into account
any applicable Credit Support Document, is materially weaker
than X immediately prior to such action, (and, in such event,
such party or its successor, surviving or transferee entity,
as appropriate, will be the Affected Party). For purposes
hereof, a Designated Event with respect to X means that, after
the date of this Agreement:
(1) X consolidates or amalgamates with, or merges into,
or transfers all or substantially all of its assets
(or any substantial part of the assets comprising the
business conducted by X as of the date of this
Agreement) to, or receives all or substantially all
the assets or obligations of, another entity;
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(2) any person or entity acquires directly or indirectly
the beneficial ownership of equity securities having
the power to elect a majority of the board of
directors of X or otherwise acquires directly or
indirectly the power to control the policy-making
decisions of X;
(3) X effects any substantial change in its capital
structure by means of the issuance, incurrence or
guarantee of debt or the issuance of preferred stock
or other securities convertible into, or exchangeable
for, debt or preferred stock; or
(4) X enters into any agreement providing for any of the
foregoing."
(e) The "TAX EVENT" provision of Section 5(b)(ii) will apply to Party B and will
not apply to Party A.
(f) The "TAX EVENT UPON MERGER" provision of Section 5(b)(iii) will apply
to Party B and will not apply to Party A.
(g) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
apply to Party A and will not apply to Party B.
(h) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:
(i) Market Quotation will apply unless Party B is the
Non-defaulting Party or the party which is not the Affected
Party, as the case may be, and Party B enters into a
replacement Transaction on or prior to the Early Termination
Date, in which event Loss will apply.
(ii) The Second Method will apply.
(i) "TERMINATION CURRENCY" means United States Dollars.
(j) "ADDITIONAL TERMINATION EVENT". The following shall constitute an
Additional Termination Event:
(i) ACCELERATION OR LIQUIDATION OF THE NOTES. It shall be an
Additional Termination Event, with Party B the sole Affected
Party, if Party B, following an Event of Default as defined in
Section 5.1(i), Section 5.1(ii) or Section 5.1(iii) of the
Indenture which has resulted in acceleration of the Notes,
elects to terminate the Transactions. In such event, Party B
may, by not more than 20 days notice to the other party and
provided such Additional Termination Event is continuing,
designate a day not earlier than the day such notice is
effective as an Early Termination Date in respect of all
Affected Transactions. If an event or circumstance which would
constitute an Event of Default by Party A under this Agreement
gives rise to an Event of Default under the Indenture, it will
be treated as an Event of Default by Party A and not an
Additional Termination Event.
(ii) AMENDMENTS MADE WITHOUT CONSENT OF PARTY A. It shall be an
Additional Termination Event if any amendment or supplement to
the Indenture or to any of the Receivables Transfer and
Servicing Agreements which would adversely affect any of Party
A's rights or obligations under this Agreement or modify the
obligations of, or impair the ability of Party B to fully
perform any of Party B's obligations under, this Agreement is
made without the consent of Party A, which consent shall not
be unreasonably withheld, provided that Party A's consent will
be deemed to have been given if Party A does not object in
writing within ten Business Days of [confirmed] receipt of a
written request for such consent.
(iii) DOWNGRADE OF PARTY A. It shall be an Additional Termination
Event with Party A the Affected Party if the Credit Rating of
Party A is downgraded below "Aa3" by ▇▇▇▇▇'▇, "AA-" by Fitch
or "AA-" by S&P or is suspended or withdrawn by any such
Rating Agency, and, within 30 days of such downgrade,
suspension or withdrawal, Party A shall fail to either (1)
deliver or post collateral acceptable to Party B in amounts
sufficient to secure its obligations under this Agreement, (2)
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assign its rights and obligations under this Agreement to a
replacement counterparty acceptable to Party B or (3)
establish other arrangements necessary, if any, in each case
so that the Rating Agencies confirm the ratings of the Notes
that were in effect immediately prior to such downgrade,
suspension or withdrawal.
PART 2. TAX REPRESENTATIONS.
(a) PAYER TAX REPRESENTATIONS. For the purposes of Section 3(e) of this
Agreement, Party A and Party B will each make the following
representations to the other:
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, each party may
rely on:
(i) the accuracy of any representations made by the other party
pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement of the other party contained
in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement, and
(iii) the satisfaction of the agreement of the other party contained
in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver
a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(b) PAYEE TAX REPRESENTATIONS.
(i) For the purpose of Section 3(f) of this Agreement, Party A
represents to Party B that, in respect of each Transaction
which it enters into through an Office or discretionary agent
in the United States of America ("U.S."), each payment
received or to be received by it under that Transaction will
be effectively connected with its conduct of a trade or
business in the U.S.
(ii) For the purpose of Section 3(f) of this Agreement, Party B
represents to Party A that it is a business trust organized
and existing under the laws of the State of Delaware and is
not a foreign corporation for United States tax purposes.
It is (A) a "UNITED STATES PERSON" as defined in Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended,
or (B) wholly-owned by a "UNITED STATES PERSON" and
disregarded as an entity separate from its owner for U.S.
federal tax purposes.
PART 3. DOCUMENTS TO BE DELIVERED.
(a) For the purpose of Section 4(a)(i), the documents to be delivered are:
PARTY REQUIRED TO Form/Document/ Date by which to be Section
DELIVER DOCUMENT Certificate delivered 3(d) Representation
Party A An executed United Applicable
States Internal Revenue
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Service Form W-8ECI
(or any successor
Party B An executed United (i) Upon execution of Applicable
States Internal Revenue this Agreement, (ii)
Service Form W-9 (or promptly upon
any successor thereto). reasonable demand by
Party A and (iii)
promptly upon learning
that any such form
previously provided by
Party B has become
obsolete or incorrect.
(b) For the purposes of Section 4(a)(ii), the other documents to be
delivered are as follows:
PARTY REQUIRED TO Form/Document/ Date by which to be Section 3(d)
DELIVER DOCUMENT Certificate delivered representation:
Party A and Party B Evidence of the Upon or prior to the execution Applicable
authority, incumbency and delivery of this Agreement
and specimen signature and, with respect to any
of each person executing Confirmation upon request by
this Agreement or any the other party.
Confirmation, Credit
Support Document or
other document entered
into in connection with
this Agreement on its
behalf or on behalf of a
Credit Support Provider
or otherwise, as the case
may be.
Party A and Party B Certified copies of Upon request by the other Applicable
documents evidencing party.
each Party's capacity to
execute and deliver this
Agreement, each
Confirmation and any
Credit Support
Document (if
applicable), and to
perform its obligations
hereunder or thereunder
as may be reasonably
requested by the other
party.
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Party A A copy of the most Promptly after request by Applicable
recent annual report Party B.
containing consolidated
financial statements and
such other public
information respecting
the condition or
operations, financial or
otherwise of Party A as
Party B may reasonably
request from time to
time.
Party B Monthly reports to On or prior to each Monthly Applicable
noteholders and Distribution Date.
certificateholders as
specified in the
Indenture.
Party A and Party B A legal opinion in form On or prior to the Closing Not Applicable
and substance Date.
satisfactory to the other
party.
Party A An officer's certificate On or prior to the Closing Not Applicable
affirming the Date.
information describing
Deutsche Bank AG and
its New York Branch
provided to Party B for
use in Party B's offering
materials
Party B A copy of the executed As soon as practical after the Party B
Indenture and of each of Closing Date.
the Receivables Transfer
and Servicing
Agreements.
Party A and Party B Such other documents as Promptly upon request of the Not Applicable
the other party may other party.
reasonably request.
PART 4. MISCELLANEOUS.
(a) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
Agreement, the addresses for notices and communications to Party A and
Party B shall be as follows:
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TO PARTY A:
(i) All notices to Party A under Sections 5 or 6 (other than
notices under Section 5(a)(i)) shall be sent to:
Deutsche Bank AG, New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇
Attn: Swap Group
Tel: (1)(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (1)(▇▇▇) ▇▇▇-▇▇▇▇
Telex: 429166
Answerback: DEUTNYK
TO PARTY B:
The Bank of New York,
as Owner Trustee for Ford Credit Auto Owner Trust 2000-F
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention: Asset-Backed Finance Unit
With copies to:
The Chase Manhattan Bank,
as Indenture Trustee for Ford Credit Auto Owner Trust 2000-F
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and
Ford Motor Credit Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention: [ ], Assistant Treasurer
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) PROCESS AGENT. For the purposes of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: Party A.
Party B appoints as its Process Agent: The Bank of New York,
As Owner Trustee
for Ford Credit
Auto Owner Trust
▇▇▇▇-▇
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▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For purposes of Section 10(c) of this Agreement:
(i) Party A is a not a Multibranch Party.
(ii) Party B is a not a Multibranch Party.
(e) The CALCULATION AGENT shall be Ford Motor Credit Company, as
Administrator of Party B pursuant to the Administration Agreement.
(f) CREDIT SUPPORT DOCUMENTS.
None.
(g) CREDIT SUPPORT PROVIDER.
Not applicable.
(h) GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York (without
reference to its choice of law doctrine).
(i) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
PART 5. OTHER PROVISIONS.
(a) REPRESENTATIONS.
(i) NON-RELIANCE, ETC. Each party will be deemed to represent to
the other party on the date that it enters into a Transaction
that (absent a written agreement between the parties that
expressly imposes affirmative obligations to the contrary for
that Transaction):
(1) NON-RELIANCE. It is acting for its own account, and
it has made its own independent decisions to enter
into that Transaction and as to whether that
Transaction is appropriate or proper for it based
upon its own judgment and upon advice from such
advisers as it has deemed necessary. It is not
relying on any communication (written or oral) of the
other party as investment advice or as a
recommendation to enter into that Transaction; it
being understood that information and explanations
related to the terms and conditions of a Transaction
shall not be considered to be investment advice or a
recommendation to enter into that Transaction. No
communication (written or oral) received from the
other party shall be deemed to be an assurance or
guarantee as to the expected results of that
Transaction.
(2) ASSESSMENT AND UNDERSTANDING. It is capable of
assessing the merits of and understanding (on its own
behalf or through independent professional advice),
and understands and accepts the terms and conditions
and risks of that Transaction. It is also capable of
assuming, and assumes, the risks of that Transaction.
(3) STATUS OF PARTIES. The other party is not acting as a
fiduciary for or adviser to it in respect of that
Transaction.
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(ii) COMMODITY EXCHANGE ACT. Each party represents to the other
party on and as of the date hereof and on each date on which a
Transaction is entered into between them that:
(1) each Transaction is intended to be exempt from, or
otherwise not subject to regulation under, the
Commodity Exchange Act;
(2) such party is an "eligible swap participant" within
the meaning of CFTC Regulation Section 35.1(b)(2);
and
(3) such party is entering into each Transaction in
connection with its line of business and not for
purposes of speculation.
(b) CONSENT TO RECORDING.
Each party (i) consents to the recording of the telephone conversations
of trading and marketing and/or other personnel of the parties and
their Affiliates in connection with this Agreement or any potential
Transaction (ii) agrees to obtain any necessary consent of and give
notice of such recording to such personnel of it and its Affiliates;
and (iii) agrees that recordings may be submitted in evidence in any
Proceedings relating to this Agreement.
(c) TAX PROVISIONS.
(i) The definition of Tax Event, Section 5 (b)(ii), is hereby
modified by adding the following provision at the end thereof:
"provided, however, that for purposes of
clarification, the parties acknowledge that the
introduction or proposal of legislation shall not, in
and of itself, give rise to a presumption that a Tax
Event has occurred."
(ii) Party B will not be required to pay additional amounts in
respect of an Indemnifiable Tax or be under any obligation to
pay to Party A any amount in respect of any liability of Party
A for or on account of any Tax.
(d) NO SET OFF.
Notwithstanding any setoff right contained in any other
agreement between Party B or any affiliate or Credit Support
Provider of Party B, on the one hand, and Party A or any
Affiliate or Credit Support Provider of Party B, on the other,
whether now in existence or hereafter entered into unless such
agreement shall specifically refer to this paragraph (d), each
party agrees that all payments required to be made by it under
this Agreement shall be made without setoff or counterclaim
for, and that it shall not withhold payment or delivery under
this Agreement in respect of, any default by the other party
or any Affiliate or Credit Support Provider of the other party
under any such other agreement or any amount relating to any
such other agreement. For purposes of this paragraph (d),
"Affiliate" shall have the meaning specified in Section 14 of
this Agreement.
(e) ADDITIONAL ACKNOWLEDGMENTS AND AGREEMENTS OF THE PARTIES.
(i) DEUTSCHE BANK SECURITIES INC. Each party acknowledges and
agrees that (i) Deutsche Bank Securities Inc. or another
designated Affiliate of Party A (the "Designated Agent") will
act as agent for Party A in connection with certain
Transactions when so specified in the Transaction
Confirmation; and (ii) the Designated Agent is acting solely
as agent and shall have no liability for the performance of
either party's obligations under this Agreement or any
Transaction, or for
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costs, expenses, damages or claims arising out of the failure
of either party to perform any such obligation.
(ii) BANKRUPTCY CODE. Without limiting the applicability if any, of
any other provision of the U.S. Bankruptcy Code as amended
(the "Bankruptcy Code") (including without limitation Sections
362, 546, 556, and 560 thereof and the applicable definitions
in Section 101 thereof), the parties acknowledge and agree
that all Transactions entered into hereunder will constitute
"forward contracts" or "swap agreements" as defined in Section
101 of the Bankruptcy Code or "commodity contracts" as defined
in Section 761 of the Bankruptcy Code, that the rights of the
parties under Section 6 of this Agreement will constitute
contractual rights to liquidate Transactions, that any margin
or collateral provided under any margin, collateral, security,
pledge, or similar agreement related hereto will constitute a
"margin payment" as defined in Section 101 of the Bankruptcy
Code, and that the parties are entities entitled to the rights
under, and protections afforded by, Sections 362, 546, 556,
and 560 of the Bankruptcy Code.
(iii) NON-PETITION. Party A covenants and agrees that it will not,
prior to the date which is one year and one day following the
payment in full of all of the Notes, Class C Certificates and
Class D Certificates and the expiration of all applicable
preference periods under the United States Bankruptcy Code or
other applicable law relating to any such payment, acquiesce,
petition or otherwise invoke the process of any governmental
authority for the purpose of commencing a case (whether
voluntary or involuntary) against Party B under any
bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Party B or any
substantial part of its property or ordering the winding up or
liquidation of the affairs of Party B. Party A agrees that it
has recourse against Party B only to the extent of the assets
of the Party B and the proceeds thereof, and any claims
against Party B shall be extinguished when the assets of Party
B are exhausted.
(iv) NO TRANSFER WITHOUT PRIOR CONFIRMATION BY RATING AGENCIES.
Section 7 of this Agreement is hereby amended by inserting the
following immediately after the words "other party" and
immediately before the words ", except that:": "and unless
each of the Rating Agencies confirm that the transfer will not
cause the reduction, suspension or withdrawal of their then
current rating on any of the Class A Notes or Variable Pay
Term Notes" and by replacing subsection (a) of Section 7 with
the following: "except that no prior confirmation by Rating
Agencies or the other party is required in connection with a
consolidation or amalgamation with, or merger with or into, or
transfer of all or substantially all of Party A's assets to,
or reorganization, incorporation, reincorporation or
reconstitution into or as, another entity (but without
prejudice to any other right or remedy under this Agreement);
and".
(v) PARTY B PLEDGE. Notwithstanding Section 7 of this Agreement to
the contrary, Party A acknowledges that Party B will pledge
its rights under this Agreement to the Indenture Trustee (as
defined in the Indenture) for the benefit of the Noteholders
(as defined in the Indenture) pursuant to the Indenture and
agrees to such pledge. The Indenture Trustee shall not be
deemed to be a party to this Agreement, provided, however,
that the Indenture Trustee, acting on behalf of the holders of
the Notes, shall have the right to enforce this Agreement
against Party A. Party A shall be entitled to rely on any
notice or communication from the Indenture Trustee to that
effect. Party A acknowledges that Party B will pledge
substantially all its assets to the Indenture Trustee for the
benefit of the Noteholders and Party A and that all payments
hereunder will be made in accordance with the priority of
payment provisions of the Indenture and the Sale and Servicing
Agreement.
(vi) LIMITED RECOURSE. The liability of Party B in relation to this
Agreement and any Transaction hereunder is limited in recourse
to the assets of Party B and proceeds thereof applied in
accordance with the Indenture and the Sale and Servicing
Agreement. Upon exhaustion of the assets of Party B and
proceeds thereof in accordance with the Indenture and the Sale
and Servicing Agreement,
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Party A shall not be entitled to take any further steps
against Party B to recover any sums due but still unpaid
hereunder or thereunder, all claims in respect of which shall
be extinguished. No recourse may be taken for the payment of
any amount owing in respect of any obligation of, or claim
against, Party B arising out of or based upon this Agreement
or any Transaction hereunder against any holder of a
beneficial interest, employee, officer or Affiliate thereof
and no recourse shall be taken for the payment of any amount
owing in respect of any obligation of, or claim against, Party
B based upon or arising out of this Agreement against the
Administrator, the Servicer, the Indenture Trustee, the Owner
Trustee, the Delaware Trustee or any stockholder, holder of a
beneficial interest, employee, officer, director, incorporator
or Affiliate thereof; provided, however, that the foregoing
shall not relieve any such person or entity from any liability
they might otherwise have as a result of willful misconduct,
bad faith or negligence.
(vii) NO AMENDMENT WITHOUT PRIOR CONFIRMATION BY RATING AGENCIES.
Section 9(b) of this Agreement is hereby amended by adding the
following at the end of such Section: ", and unless the Rating
Agencies confirm that such amendment will not cause the
reduction, suspension or withdrawal of their then current
rating on any of the Notes, the Class C Certificates or the
Class D Certificates, unless such amendment clarifies any term
or provision, corrects any inconsistency, cures any ambiguity,
or corrects any typographical error in the Agreement."
(viii) CONSENT BY PARTY A TO AMENDMENTS TO CERTAIN DOCUMENTS. Before
any amendment or supplement is made to the Receivables
Transfer and Servicing Agreements or to the Indenture which
would adversely affect any of Party A's rights or obligations
under this Agreement or modify the obligations of, or impair
the ability of Party B to fully perform any of Party B's
obligations under, this Agreement, Party B shall provide Party
A with a copy of the proposed amendment or supplement and
shall obtain the consent of Party A to such amendment or
supplement prior to its adoption, which consent shall not be
unreasonably withheld; provided that Party A's consent will be
deemed to have been given if Party A does not object in
writing within ten Business Days of [confirmed] receipt of a
written request for such consent.
(ix) SEVERABILITY. If any term, provision, covenant, or condition
of this Agreement, or the application thereof to any party or
circumstance, shall be held to be invalid or unenforceable (in
whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed
with the invalid or unenforceable portion eliminated, so long
as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to
the subject matter of this Agreement (including without
limitation Sections 2, 5 and 6 of this Agreement) and the
deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations
of the parties to this Agreement.
(f) WAIVER OF RIGHT TO TRIAL BY JURY. Each of the parties hereby
irrevocably waives any and all right to a trial by jury with respect to
any legal proceeding arising out of or relating to this Agreement or
any Transaction.
(g) DEFINITIONS. Unless otherwise specified in a Confirmation, this
Agreement and the relevant Transaction between the parties are subject
to the 1991 ISDA Definitions (the "Definitions"), as published by the
International Swap Dealers Association, Inc., and will be governed in
all relevant respects by the provisions set forth in the Definitions,
without regard to any amendment to the Definitions subsequent to the
date hereof. The provisions of the Definitions are incorporated by
reference in and shall be deemed a part of this Agreement, except that
references in the Definitions to a "Swap Transaction" shall be deemed
references to a "Transaction" for purposes of this Agreement. In the
event of any inconsistency between the provisions of this Agreement and
the Definitions, this Agreement will prevail. In the event of any
inconsistency between the provision of any Confirmation and this
Agreement or the Definitions, such Confirmation will prevail for the
purpose of the relevant Transaction.
(h) ADDITIONAL DEFINITIONS.
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"ADMINISTRATION AGREEMENT" shall mean the administration
agreement (including Appendix A thereto) dated as of October 1, 2000,
as amended, supplemented or otherwise modified and in effect, by and
among Party B, Ford Motor Credit Company, and The Chase Manhattan Bank.
"CLASS A NOTES" means the Class A Notes issued by Party B
pursuant to the Indenture.
"CLASS C CERTIFICATES" means the Class C Certificates issued
by Party B pursuant to the Trust Agreement.
"CLASS D CERTIFICATES" means the Class D Certificates issued
by Party B pursuant to the Trust Agreement.
"CLOSING DATE" shall mean October [25], 2000.
"CREDIT RATING" means, with respect to any person, the
long-term senior unsecured, uninsured debt rating of such person
without regard to whether or not such rating is under review with
positive or negative implications.
"FITCH" means Fitch, Inc.
"INDENTURE" shall mean the indenture dated as of October 1,
2000 (including Appendix A thereto), as amended, supplemented or
otherwise modified and in effect, between Party B and The Chase
Manhattan Bank, as Indenture Trustee.
"INDENTURE TRUSTEE" shall mean The Chase Manhattan Bank or any
successor or replacement thereto pursuant to the Indenture.
"MOODY'S" shall mean ▇▇▇▇▇'▇ Investors Service, Inc.
"NOTES" shall mean the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the
Variable Pay Term Notes and the Class B Notes issued by Party B
pursuant to the Indenture.
"PROSPECTUS" shall mean the prospectus of Ford Credit Auto
Owner Trust 2000-F dated as of October [ ], 2000
"PURCHASE AGREEMENT" shall mean the purchase agreement
(including Appendix A thereto) dated as of October 1, 2000, as from
time to time amended, supplemented or otherwise modified and in effect,
between Ford Motor Credit Company and Ford Credit Auto Receivables Two
L.P.
"RATING AGENCIES" shall mean ▇▇▇▇▇'▇, S&P and Fitch or any
substitute rating agency that the Seller (as defined in the Indenture)
requests to rate the Notes.
"RECEIVABLES TRANSFER AND SERVICING AGREEMENTS" shall mean
collectively the Purchase Agreement, the Sale and Servicing Agreement,
the Trust Agreement and the Administration Agreement.
"SALE AND SERVICING AGREEMENT" shall mean the sale and
servicing agreement (including Appendix A thereto) dated as of October
1, 2000, as amended, supplemented or otherwise modified and in effect,
by and among Party B, Ford Auto Receivables Two L.P., as seller, and
Ford Motor Credit Company, as servicer.
"S&P" shall mean Standard & Poor's Rating Services, a division
of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
S-11
12
"TRUST AGREEMENT" shall mean the Amended and Restated Trust
Agreement (including Appendix A thereto), dated as of October 1, 2000,
as amended, supplemented or otherwise modified and in effect, by and
among Ford Credit Auto Receivables Two L.P., the Bank of New York
(Delaware), as Delaware Trustee and The Bank of New York, as Owner
Trustee.
"VARIABLE PAY TERM NOTES" shall mean any of the Floating Rate
Variable Pay Term Notes issued by Party B pursuant to the Indenture.
S-12
13
IN WITNESS WHEREOF, the parties have executed this Schedule to the
Master Agreement on the respective dates specified below with effect from the
date specified on the first page of this document.
DEUTSCHE BANK ▇▇ ▇▇▇▇ CREDIT AUTO OWNER TRUST 2000-F
By: THE BANK OF NEW YORK
not in its individual
capacity but solely as
Owner Trustee
By: ____________________ By: ____________________
Name: Name:
Title: Title:
Date: Date:
By:_____________________________
Name:
Title:
Date:
S-13
14
EXHIBIT A - Form of Class A Note Confirmation
[Date]
To: Deutsche Bank AG
New York Branch
Contact: [ ]
Fax:
Telephone:
From: Ford Credit Auto Owner Trust 2000-F
Contact: [ ]
Fax:
Tel
Re: Interest Rate Swap Reference No. [ ]
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms
and conditions of the Swap Transaction entered into between Deutsche Bank, AG,
acting through its New York Branch ("Party A") and Ford Credit Auto Owner Trust
2000-F ("Party B") on the Trade Date listed below (the "Transaction"). This
letter constitutes a "Confirmation" as referred to in the ISDA Agreement
specified below.
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is
subject to, the Master Agreement dated as of October [ ], 2000, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Indenture referred to in the
Agreement. In the event of any inconsistency between those terms and this
Confirmation, this Confirmation will govern.
2. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Party A: Deutsche Bank AG
New York Branch.
Party B: Ford Credit Auto Owner
Trust 2000-F.
Trade Date: October [ ], 2000.
Effective Date: October [ ], 2000.
Notional Amount: The Notional Amount
initially shall equal [ ]
and shall decrease by an
amount equal to the amount
of the reduction in the
aggregate principal
balance of the Class A-[ ]
Notes on each Monthly
Distribution Date.
Decreases in the Notional
Amount with respect to the
calculation of Fixed
Amounts shall
A-1
15
take effect as of the
Period End Date occurring
in the month of the
Monthly Distribution Date.
Party B shall determine
the Notional Amount and
shall inform Party A of
such determination by the
twelfth day of each
calendar month.
Termination Date: The date the aggregate
outstanding principal
balance of the Class A-[ ]
Notes has been reduced to
zero.
Fixed Amounts
Fixed Rate Payer: Party B.
Fixed Rate Payer
Payment Date: The 15th day of each
January, April, July and
October until the first
Monthly Distribution Date
after the Class A-[ ]
Notes convert to Monthly
Pay Class A Notes, in
which event the 15th day
of each calendar month,
subject in either case to
adjustment in accordance
with the Following
Business Day Convention.
Period End Date: The 15th day of each
January, April, July
and October until the
first Monthly Distribution
Date after the Class A-[ ]
Notes convert to Monthly
Pay Class A Notes, in
which event the 15th day
of each calendar month, in
either case with No
Adjustment.
Fixed Rate: [Initial Rate]% until the
last Period End Date
ending on or prior to
[Targeted Scheduled
Distribution Date] and
then either (i) [Initial
Rate]% for each
Calculation Period
thereafter if an Early
Amortization Event occurs
or an acceleration of the
notes resulting from an
Event of Default occurs
prior to [Targeted
Scheduled Distribution
Date] (as such terms are
defined in the Indenture),
or (2) [VPTN Fixed Rate]%
for each Calculation
Period thereafter if no
Early Amortization Event
occurs and no acceleration
of the notes resulting
from an Event of Default
occurs prior to [Targeted
Scheduled Distribution
Date].
Fixed Rate Day
Count Fraction: 30/360.
Floating Amounts
Floating Rate Payer: Party A.
Floating Rate Payer
Payment Dates: The 15th day of each
January, April, July and
October until the first
Monthly Distribution Date
after the Class A-[ ]
Notes convert to Monthly
Pay Class A Notes, in
which event the 15th day
of each calendar month,
subject in either case to
adjustment in accordance
with the Following
Business Day Convention.
Floating Rate for initial
Calculation Period: [ ]%. [USD-LIBOR-BBA with
a Designated Maturity of
A-2
16
three months.]
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: Three months until the first
Monthly Distribution Date after
the Class A-[ ] Notes convert to
Monthly Pay Class A Notes, and
then one month thereafter.
Spread: [Spread] basis points
until [Targeted Scheduled
Distribution Date] and
then either (i) [Spread]
basis points for each
Calculation Period
thereafter if an Early
Amortization Event occurs
or an acceleration of the
notes resulting from an
Event of Default occurs
prior to [Targeted
Scheduled Distribution
Date] or (ii) zero basis
points for each
Calculation Period
thereafter if no Early
Amortization Event occurs
and no acceleration of the
notes resulting from an
Event of Default occurs
prior to [Targeted
Scheduled Distribution
Date].
Floating Rate Day
Count Fraction: Actual/360.
Reset Dates: The first day of each
Floating Rate Payer
Calculation Period.
Business Days: New York and Delaware.
Calculation Agent: Ford Motor Credit Company,
as Administrator for Party
B.
3. Account Details
Payments to Party A: Deutsche Bank AG, New York
Branch
ABA#:
Acct. #
Acct. Name:
Ref: [ ]
Payments to Party B: The Chase Manhattan Bank
ABA# ▇▇▇-▇▇▇-▇▇
Account #: 910-▇▇▇▇▇▇▇
Account Name: CMFS Incoming
Wire House Account
Ref: [ ]
Party A Operations Contact: [ ]
Party B Operations Contact: The Chase Manhattan Bank
Corporate Trust Administration
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
A-3
17
Please confirm that the foregoing correctly sets forth the
terms of our agreement by executing this Confirmation and returning it to us.
Best Regards,
FORD CREDIT AUTO OWNER TRUST 2000-F
By: THE BANK OF NEW YORK
not in its individual capacity but solely as Owner Trustee
By:______________________________
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH
By:______________________________
Name:
Title:
A-4
18
EXHIBIT A-1 - Form of Class A-1 Note Confirmation
October 18, 2000
To: Deutsche Bank AG
New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Contact: ▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
From: Ford Credit Auto Owner Trust ▇▇▇▇-▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bank
as Indenture Trustee for
Ford Credit Auto Owner Trust 2000-F
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Tel (▇▇▇) ▇▇▇-▇▇▇▇
Re: Interest Rate Swap Reference No. 2000F-1
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Deutsche Bank, AG,
acting through its New York Branch ("Party A") and Ford Credit Auto Owner Trust
2000-F ("Party B") on the Trade Date listed below (the "Transaction"). This
letter constitutes a "Confirmation" as referred to in the ISDA Agreement
specified below.
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject
to, the Master Agreement dated as of October 26, 2000, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Indenture referred to in the
Agreement. In the event of any inconsistency between those terms and this
Confirmation, this Confirmation will govern.
2. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Party A: Deutsche Bank AG
New York Branch.
Party B: Ford Credit Auto Owner Trust 2000-F.
Trade Date: October 18, 2000.
A-1-1
19
Effective Date: October 26, 2000.
Notional Amount: The Notional Amount initially shall equal $906,000,000 and
shall decrease by an amount equal to the amount of the
reduction in the aggregate principal balance of the Class A-1
Notes on each Monthly Distribution Date. Decreases in the
Notional Amount with respect to the calculation of Fixed
Amounts shall take effect as of the Period End Date occurring
in the month of the Monthly Distribution Date. Party B shall
determine the Notional Amount and shall inform Party A of
such determination by the twelfth day of each calendar month.
Termination Date: The date the aggregate outstanding principal balance of the
Class A-1 Notes has been reduced to zero.
Fixed Amounts
Fixed Rate Payer: Party B.
Fixed Rate Payer
Payment Date: The 15th day of each January, April, July and October until the
first Monthly Distribution Date after the Class A-1 Notes
convert to Monthly Pay Class A Notes, in which event the 15th
day of each calendar month, subject in either case to
adjustment in accordance with the Following Business Day
Convention.
Period End Date: The 15th day of each January, April, July and October until the first
Monthly Distribution Date after the Class A-[ ] Notes convert to Monthly
Pay Class A Notes, in which event the 15th day of each calendar month, in
either case with No Adjustment.
Fixed Rate: 6.5925% until the last Period End Date ending on or prior to
October 15, 2002 and then either (i) 6.5925% for each
Calculation Period thereafter if an Early Amortization Event
occurs or an acceleration of the notes resulting from an Event
of Default occurs prior to October 15, 2002 (as such terms are
defined in the Indenture), or (2) 6.5925% for each Calculation
Period thereafter if no Early Amortization Event occurs and no
acceleration of the notes resulting from an Event of Default
occurs prior to October 15, 2002.
Fixed Rate Day
Count Fraction: 30/360.
Floating Amounts
Floating Rate Payer: Party A.
Floating Rate Payer
Payment Dates: The 15th day of each January, April, July and October until the
first Monthly Distribution Date after the Class A-1 Notes
convert to Monthly Pay Class A Notes, in which event the 15th
A-1-2
20
day of each calendar month, subject in either case to adjustment in
accordance with the Following Business Day Convention.
Floating Rate for initial
Calculation Period: Linear interpolation of USD-LIBOR-BBA with a Designated
Maturity of two months and a Designated Maturity of three
months. USD-LIBOR-BBA with a Designated Maturity of
three months.
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: Three months until the first Monthly Distribution Date after the
Class A-1 Notes convert to Monthly Pay Class A Notes, and then
one month thereafter.
Spread: 6 (six) basis points until October 15, 2002 and then either (i) 6
(six) basis points for each Calculation Period thereafter if an
Early Amortization Event occurs or an acceleration of the
notes resulting from an Event of Default occurs prior to
October 15, 2002 or (ii) zero basis points for each Calculation
Period thereafter if no Early Amortization Event occurs and no
acceleration of the notes resulting from an Event of Default
occurs prior to October 15, 2002.
Floating Rate Day
Count Fraction: Actual/360.
Reset Dates: The first day of each Floating Rate Payer Calculation Period.
Business Days: New York and Delaware.
Calculation Agent: Ford Motor Credit Company, as Administrator for Party B.
3. Account Details
Payments to Party A: Deutsche Bank AG, New York Branch
ABA#:
Acct. #
Acct. Name:
Ref: [ ]
Payments to Party B: The Chase Manhattan Bank
ABA# ▇▇▇-▇▇▇-▇▇
Account #: 910-▇▇▇▇▇▇▇
Account Name: CMFS Incoming Wire House Account
Ref: [ ]
Party A Operations Contact: Deutsche Bank AG
New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Group
Tel: (1) (▇▇▇) ▇▇▇-▇▇▇▇
A-1-3
21
Fax: (1) (▇▇▇) ▇▇▇-▇▇▇▇
Party B Operations Contact: The Chase Manhattan Bank
Corporate Trust Administration
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
A-1-4
22
Please confirm that the foregoing correctly sets forth the
terms of our agreement by executing this Confirmation and returning it to us.
Best Regards,
FORD CREDIT AUTO OWNER TRUST 2000-F
By: THE BANK OF NEW YORK
not in its individual capacity but solely as Owner Trustee
By:______________________________
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH
By:______________________________
Name:
Title:
A-1-5
23
EXHIBIT A-4 - Form of Class A-2 Note Confirmation
October 18, 2000
To: Deutsche Bank AG
New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Contact: ▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
From: Ford Credit Auto Owner Trust ▇▇▇▇-▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bank
as Indenture Trustee for
Ford Credit Auto Owner Trust 2000-F
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Tel (▇▇▇) ▇▇▇-▇▇▇▇
Re: Interest Rate Swap Reference No. 2000F-4
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Deutsche Bank, AG,
acting through its New York Branch ("Party A") and Ford Credit Auto Owner Trust
2000-F ("Party B") on the Trade Date listed below (the "Transaction"). This
letter constitutes a "Confirmation" as referred to in the ISDA Agreement
specified below.
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject
to, the Master Agreement dated as of October 26, 2000, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Indenture referred to in the
Agreement. In the event of any inconsistency between those terms and this
Confirmation, this Confirmation will govern.
2. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Party A: Deutsche Bank AG
New York Branch.
Party B: Ford Credit Auto Owner Trust 2000-F.
Trade Date: October 18, 2000.
A-4-1
24
Effective Date: October 26, 2000.
Notional Amount: The Notional Amount initially shall equal $343,000,000 and
shall decrease by an amount equal to the amount of the
reduction in the aggregate principal balance of the Class A-4
Notes on each Monthly Distribution Date. Decreases in the
Notional Amount with respect to the calculation of Fixed
Amounts shall take effect as of the Period End Date occurring
in the month of the Monthly Distribution Date. Party B shall
determine the Notional Amount and shall inform Party A of
such determination by the twelfth day of each calendar month.
Termination Date: The date the aggregate outstanding principal balance of the
Class A-4 Notes has been reduced to zero.
Fixed Amounts
Fixed Rate Payer: Party B.
Fixed Rate Payer
Payment Date: The 15th day of each January, April, July and October until the
first Monthly Distribution Date after the Class A-4 Notes
convert to Monthly Pay Class A Notes, in which event the 15th
day of each calendar month, subject in either case to
adjustment in accordance with the Following Business Day
Convention.
Period End Date: The 15th day of each January, April, July and October until the
first Monthly Distribution Date after the Class A-[ ] Notes
convert to Monthly Pay Class A Notes, in which event the 15th day
of each calendar month, in either case with No Adjustment.
Fixed Rate: 6.6505% until the last Period End Date ending on or prior to
April 15, 2004 and then either (i) 6.6505% for each
Calculation Period thereafter if an Early Amortization Event
occurs or an acceleration of the notes resulting from an Event
of Default occurs prior to April 15, 2004 (as such terms are
defined in the Indenture), or (2) 6.5925% for each Calculation
Period thereafter if no Early Amortization Event occurs and no
acceleration of the notes resulting from an Event of Default
occurs prior to April 15, 2004.
Fixed Rate Day
Count Fraction: 30/360.
Floating Amounts
Floating Rate Payer: Party A.
Floating Rate Payer
Payment Dates: The 15th day of each January, April, July and October until the
first Monthly Distribution Date after the Class A-4 Notes
convert to Monthly Pay Class A Notes, in which event the 15th
A-4-2
25
day of each calendar
month, subject in either
case to adjustment in
accordance with the
Following Business Day
Convention.
Floating Rate for initial
Calculation Period: Linear interpolation of USD-LIBOR-BBA with a Designated
Maturity of two months and a Designated Maturity of three
months. USD-LIBOR-BBA with a Designated Maturity of
three months.
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: Three months
until the first Monthly
Distribution Date after
the Class A-1 Notes
convert to Monthly Pay
Class A Notes, and then
one month thereafter.
Spread: 10 (ten) basis points until April 15, 2004 and then either (i) 10
(ten) basis points for each Calculation Period thereafter if an
Early Amortization Event occurs or an acceleration of the
notes resulting from an Event of Default occurs prior to April
15, 2004 or (ii) zero basis points for each Calculation Period
thereafter if no Early Amortization Event occurs and no
acceleration of the notes resulting from an Event of Default
occurs prior to April 15, 2004.
Floating Rate Day
Count Fraction: Actual/360.
Reset Dates: The first day of each Floating Rate Payer Calculation Period.
Business Days: New York and Delaware.
Calculation Agent: Ford Motor Credit Company, as Administrator for Party B.
3. Account Details
Payments to Party A: Deutsche Bank AG, New York Branch
ABA#:
Acct. #
Acct. Name:
Ref: [ ]
Payments to Party B: The Chase Manhattan Bank
ABA# ▇▇▇-▇▇▇-▇▇
Account #: 910-▇▇▇▇▇▇▇
Account Name: CMFS Incoming Wire House Account
Ref: [ ]
Party A Operations Contact: Deutsche Bank AG
New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Group
Tel: (1) (▇▇▇) ▇▇▇-▇▇▇▇
A-4-3
26
Fax: (1) (▇▇▇) ▇▇▇-▇▇▇▇
Party B Operations Contact: The Chase Manhattan Bank
Corporate Trust Administration
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
A-4-4
27
Please confirm that the foregoing correctly sets forth the
terms of our agreement by executing this Confirmation and returning it to us.
Best Regards,
FORD CREDIT AUTO OWNER TRUST 2000-F
By: THE BANK OF NEW YORK
not in its individual capacity but solely as Owner Trustee
By:______________________________
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH
By:______________________________
Name:
Title:
A-4-5
28
EXHIBIT A-5 - Form of Class A-5 Note Confirmation
October 18, 2000
To: Deutsche Bank AG
New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Contact: ▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
From: Ford Credit Auto Owner Trust ▇▇▇▇-▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bank
as Indenture Trustee for
Ford Credit Auto Owner Trust 2000-F
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Tel (▇▇▇) ▇▇▇-▇▇▇▇
Re: Interest Rate Swap Reference No. [2000-F-5]
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Deutsche Bank, AG,
acting through its New York Branch ("Party A") and Ford Credit Auto Owner Trust
2000-F ("Party B") on the Trade Date listed below (the "Transaction"). This
letter constitutes a "Confirmation" as referred to in the ISDA Agreement
specified below.
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject
to, the Master Agreement dated as of October 26, 2000, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Indenture referred to in the
Agreement. In the event of any inconsistency between those terms and this
Confirmation, this Confirmation will govern.
2. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Party A: Deutsche Bank AG
New York Branch.
Party B: Ford Credit Auto Owner Trust 2000-F.
Trade Date: October 18, 2000.
A-5-1
29
Effective Date: October 26, 2000.
Notional Amount: The Notional Amount initially shall equal $159,722,000 and
shall decrease by an amount equal to the amount of the
reduction in the aggregate principal balance of the Class A-5
Notes on each Monthly Distribution Date. Decreases in the
Notional Amount with respect to the calculation of Fixed
Amounts shall take effect as of the Period End Date occurring
in the month of the Monthly Distribution Date. Party B shall
determine the Notional Amount and shall inform Party A of
such determination by the twelfth day of each calendar month.
Termination Date: The date the aggregate outstanding principal balance of the
Class A-5 Notes has been reduced to zero.
Fixed Amounts
Fixed Rate Payer: Party B.
Fixed Rate Payer
Payment Date: The 15th day of each January, April, July and October until the
first Monthly Distribution Date after the Class A-5 Notes
convert to Monthly Pay Class A Notes, in which event the 15th
day of each calendar month, subject in either case to
adjustment in accordance with the Following Business Day
Convention.
Period End Date: The 15th day of each January, April, July and October
until the first Monthly Distribution Date after the Class A-[ ]
Notes convert to Monthly Pay Class A Notes, in which event the
15th day of each calendar month, in either case with No
Adjustment.
Fixed Rate: 6.6885% until the last Period End Date ending on or prior to
October 15, 2004 and then either (i) 6.6885% for each
Calculation Period thereafter if an Early Amortization Event
occurs or an acceleration of the notes resulting from an Event
of Default occurs prior to October 15, 2004 (as such terms are
defined in the Indenture), or (2) 6.5925% for each Calculation
Period thereafter if no Early Amortization Event occurs and no
acceleration of the notes resulting from an Event of Default
occurs prior to October 15, 2004.
Fixed Rate Day
Count Fraction: 30/360.
Floating Amounts
Floating Rate Payer: Party A.
Floating Rate Payer
Payment Dates: The 15th day of each January, April, July and October until the
first Monthly Distribution Date after the Class A5 Notes
convert to Monthly Pay Class A Notes, in which event the 15th
A-5-2
30
day of each calendar month, subject in either case to adjustment in
accordance with the Following Business Day Convention.
Floating Rate for initial
Calculation Period: Linear interpolation of USD-LIBOR-BBA with a Designated
Maturity of two months and a Designated Maturity of three
months. USD-LIBOR-BBA with a Designated Maturity of
three months.
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: Three months until the first Monthly Distribution
Date after the Class A-5 Notes convert to Monthly Pay Class A
Notes, and then one month thereafter.
Spread: 12 (twelve) basis points until October 15, 2004 and then either
(i) 12 (twelve) basis points for each Calculation Period
thereafter if an Early Amortization Event occurs or an
acceleration of the notes resulting from an Event of Default
occurs prior to October 15, 2002 or (ii) zero basis points for
each Calculation Period thereafter if no Early Amortization
Event occurs and no acceleration of the notes resulting from
an Event of Default occurs prior to October 15, 2002.
Floating Rate Day
Count Fraction: Actual/360.
Reset Dates: The first day of each Floating Rate Payer Calculation Period.
Business Days: New York and Delaware.
Calculation Agent: Ford Motor Credit Company, as Administrator for Party B.
3. Account Details
Payments to Party A: Deutsche Bank AG, New York Branch
ABA#:
Acct. #
Acct. Name:
Ref: [ ]
Payments to Party B: The Chase Manhattan Bank
ABA# ▇▇▇-▇▇▇-▇▇
Account #: 910-▇▇▇▇▇▇▇
Account Name: CMFS Incoming Wire House Account
Ref: [ ]
Party A Operations Contact: Deutsche Bank AG
New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Group
Tel: (1) (▇▇▇) ▇▇▇-▇▇▇▇
A-5-3
31
Fax: (1) (▇▇▇) ▇▇▇-▇▇▇▇
Party B Operations Contact: The Chase Manhattan Bank
Corporate Trust Administration
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
A-5-4
32
Please confirm that the foregoing correctly sets forth the
terms of our agreement by executing this Confirmation and returning it to us.
Best Regards,
FORD CREDIT AUTO OWNER TRUST 2000-F
By: THE BANK OF NEW YORK
not in its individual capacity but solely as Owner Trustee
By:______________________________
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH
By:______________________________
Name:
Title:
A-5-5
33
EXHIBIT B - Form of Confirmation for Variable Pay Term Notes
October 18, 2000
To: Deutsche Bank AG
New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact: ▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
From: Ford Credit Auto Owner Trust ▇▇▇▇-▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bank,
as Indenture Trustee for
Ford Credit Auto Owner Trust 2000-F
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Re: Interest Rate Swap Reference No. 2000F-V
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Deutsche Bank, AG,
acting through its New York Branch ("Party A") and Ford Credit Auto Owner Trust
2000-F ("Party B") on the Trade Date listed below (the "Transaction"). This
letter constitutes a "Confirmation" as referred to in the ISDA Agreement
specified below.
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject
to, the Master Agreement dated as of October 26, 2000, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Indenture referred to in the
Agreement. In the event of any inconsistency between those terms and this
Confirmation, this Confirmation will govern.
2. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Party A: Deutsche Bank AG
New York Branch.
Party B: Ford Credit Auto Owner Trust 2000-F.
B-1
34
Trade Date: October 18, 2000.
Effective Date: October 26, 2000.
Notional Amount: The Notional Amount initially shall equal zero and shall increase on the
date of issuance of each Variable Pay Term Note issued by Party B after the
Closing Date by the principal balance of such additional Variable Pay Term
Note and shall decrease by an amount equal to the amount of the reduction
in the principal balance of each Variable Pay Term Note on each Monthly
Distribution Date. Increases and decreases in the Notional Amount with
respect to the calculation of Fixed Amounts shall take effect as of the Period
End Date occurring in the month of the Monthly Distribution Date. Party B
shall determine the Notional Amount and shall inform Party A of such
determination by the twelfth day of each calendar month.
Termination Date: The date the outstanding principal balances of all the Class A Notes and
Variable Pay Term Notes have been reduced to zero.
Fixed Amounts
Fixed Rate Payer: Party B.
Fixed Rate Payer
Payment Date: The 15th day of each month, subject to
adjustment in accordance with the Following
Business Day Convention.
Period End Date: The 15th day of each month with No
Adjustment.
Fixed Rate: 6.5925%.
Fixed Rate Day
Count Fraction: 30/360.
Floating Amounts
Floating Rate Payer: Party A.
Floating Rate Payer
Payment Dates: The 15th day of month, subject to adjustment
in accordance with the Following Business
Day Convention.
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: One Month.
Spread: none.
Floating Rate Day
Count Fraction: Actual/360.
B-2
35
Reset Dates: The first day of each Floating Rate Payer
Calculation Period.
Business Days: New York and Delaware.
Calculation Agent: Ford Motor Credit Company, as Administrator for Party B.
3. Account Details
Payments to Party A: Deutsche Bank AG, New York Branch
ABA#:
Acct. #
Acct. Name:
Ref: [ ]
Payments to Party B: The Chase Manhattan Bank
ABA# ▇▇▇-▇▇▇-▇▇
Account #: 910-▇▇▇▇▇▇▇
Account Name: CMFS Incoming Wire House Account
Ref: [ ]
Party A Operations Contact: Deutsche Bank AG New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Swap Group
Tel: (1)(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (1)(▇▇▇) ▇▇▇-▇▇▇▇
Party B Operations Contact: The Chase Manhattan Bank
Corporate Trust Administration
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
B-3
36
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing this Confirmation and returning it to us.
Best Regards,
FORD CREDIT AUTO OWNER TRUST 2000-F
By: THE BANK OF NEW YORK
not in its individual capacity but solely as Owner Trustee
By:______________________________
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH
By:______________________________
Name:
Title:
B-4