Exhibit 10.1
SCHEDULE
to the
ISDA Master Agreement
dated as of October 3, 2001
between
CITIBANK, N.A.
("Party A")
and
FORD CREDIT AUTO OWNER TRUST 2001-E
("Party B")
Part 1. Termination Provisions.
(a) "Specified Entity" means in relation to Party A for the purpose of:
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
in relation to Party B for the purpose of:
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
(b) "Specified Transaction" will have the meaning specified in Section 14
of this Agreement unless another meaning is specified here: No change
from Section 14.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii), the
"Misrepresentation" provisions of Section 5(a)(iv), the "Default under
Specified Transaction" provisions of Section 5(a)(v) and the "Credit
Event Upon Merger" provisions of Section 5(b)(iv) will not apply to
Party A or to Party B.
(d) The "Cross Default" provisions of Section 5(a)(vi) will apply to Party
A and to Party B; provided, however, that with respect to Party B, only
the occurrence of an Event of Default as defined in Section 5.1(i) or
5.1(ii) of the Indenture which results in the sale of the Indenture
Trust Estate will constitute an Event of Default under Section
5(a)(vi).
With respect to Party A, "Specified Indebtedness" will have the meaning
specified in Section 14 of this Agreement. "Threshold Amount" means, in
respect of Party A, an amount equal to 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 Citicorp.
(e) The "Tax Event" and "Tax Event Upon Merger" provisions of Section
5(b)(ii) and 5(b)(iii), respectively, shall not apply to Party B.
(f) The "Automatic Early Termination" provision of Section 6(a) will not
apply to Party A or Party B.
(g) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement:
i. Loss will apply.
ii. The Second Method will apply.
(h) "Termination Currency" means United States Dollars.
(i) Additional Termination Event. Each of the following shall constitute
an Additional Termination Event pursuant to Section 5(b)(v):
(i) any acceleration of the Notes (provided such
acceleration has not been rescinded and annulled pursuant to
Section 5.2(b) of the Indenture) or liquidation of the
Indenture Trust Estate with Party B the sole Affected Party;
(ii) failure of Party A to comply with the requirements of
paragraph (a) of Part 5 hereof, with Party A as the sole
Affected Party; provided, that the amount of any payment by
Party B shall be limited to the amount, if any, received by
Party B from a replacement counterparty; or
(iii) any amendment or supplement to the Indenture or to
any of the Receivables Transfer and Servicing Agreements
which may adversely affect any of Party A's rights or
obligations under this Agreement or any Transaction that 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 10 Business Days of receipt of a written
request for such consent, with Party B as the sole Affected
Party.
Part 2. Tax Representations.
(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, Party A will make the following representation and Party B will make
the following representation: 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, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction of the agreement 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. For the purpose of Section 3(f) of this
Agreement, Party A and Party B will make the representations specified below:
Each payment received or to be received by it in connection with this
Agreement will be effectively connected with its conduct of a trade or
business in the United States.
Part 3. Documents to be Delivered.
(a) For the purpose of Section 4(a)(i) and (ii) of this Agreement, each
party agrees to deliver the following documents as applicable:
(i) Tax forms, documents or certificates to be delivered
are: Form W-9 to be delivered by Party A and Party B.
(b) Other documents to be delivered are:
Party required to deliver Form/Document/ Date by which to be delivered Section 3(d)
document Certificate Representation
Party A and Party B Annual audited financial Promptly after request, after Applicable
statements prepared in such documents become publicly
accordance with generally available.
accepted accounting
principles in the country
in which the party is
organized.
Party A and Party B Certificate or other documents At or promptly following the Applicable
evidencing the authority of the execution of this Agreement,
party entering into this and, if a Confirmation so
Agreement or a Confirmation, as requires it, on or before
the case may be, including the date set forth therein.
copies of any board resolutions
and appropriate certificates of
incumbency as to the officers
executing such documents.
Party A and Party B Opinions of counsel in form and At or promptly following the Not Applicable
substance acceptable to the execution of this Agreement,
other party. and, if a Confirmation so
requires it, on or before
the date set forth therein.
Part 4. Miscellaneous
(a) Addresses for Notices: For the purpose of Section 12(a) of this Agreement:
TO PARTY A:
Citibank, N.A.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Director Derivatives Operations
and with respect to Sections 5, 6, 11 or 13, with a copy to:
Citibank, N.A.
Capital Markets Legal Department
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Department Head
TO PARTY B:
The Bank of New York,
as Owner Trustee for
Ford Credit Auto Owner Trust 2001-E
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Asset-Backed Finance Unit
with a copy to:
The Chase Manhattan Bank,
as Indenture Trustee for
Ford Credit Auto Owner Trust 2001-E
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
and with a copy to
Ford Motor Credit Company
Ford Motor Company
World Headquarters
Xxx Xxxxxxxx Xxxx
Xxxxx 0000-X0
Xxxxxxxx, XX 00000
Office of the General Counsel
Attention of the Secretary
Fax: (000) 000-0000
(b) Process Agent. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: Party A.
Party B appoints as its Process Agent: Party B.
(c) Offices. The provisions of Section 10(a) will apply to this Agreement.
(d) Multibranch Party. For the purpose of Section 10 of this Agreement:
(i) Party A is not a Multibranch Party.
(ii) Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party B, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
(f) Credit Support Document.
None
(g) Credit Support Provider.
Not applicable.
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
its choice of law doctrine).
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to all Transactions under this Agreement.
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement.
(k) Approval of Amendments or Assignment. No amendments to this Agreement
shall be effected, nor may the rights and obligations of Party A be
transferred or assigned, without the prior written confirmation of each
Rating Agency that such amendment, transfer or assignment will not
cause such Rating Agency to reduce or withdraw its then current rating on
any of the Notes.
(l) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, its right to have a jury trial in respect to any
proceedings related to this Agreement. Each party (i) certifies that no
representative, agent or attorney of the other party has represented,
expressly or otherwise, that such other party would not, in the event of
such a suit, action or proceeding, seek to enforce the foregoing waiver and
(ii) acknowledges that it and the other party have been induced to enter
into this Agreement, by, among other things, the mutual waivers and
certifications in this Section.
Part 5. Other Provisions.
(a) Counterparty Rating Withdrawal or Reduction. In the event that (w)
Party A's short-term unsecured and unsubordinated debt rating is withdrawn or
reduced below "A-1" by S&P, (x) Party A's long- or short-term unsecured and
unsubordinated debt rating is withdrawn or reduced below "Aa3"/"P-1" by Moody's,
(y) Party A's long-term unsecured and unsubordinated debt rating is withdrawn or
reduced below "AA-" by Fitch (such rating thresholds, "Approved Rating
Thresholds") or (z) any Rating Agency gives notice to Party B, the Indenture
Trustee or the Administrator that the credit support, if any, with respect to
Party A is no longer deemed adequate to maintain the then-current rating on the
Class A Notes, within 30 days of such rating withdrawal or downgrade or
notification (unless, within 30 days after such withdrawal or downgrade each
such Rating Agency has reconfirmed the rating of each Class of Notes which was
in effect immediately prior to such withdrawal or downgrade or notification),
Party A shall (i) assign each Transaction to another counterparty with the
Approved Rating Thresholds and approved by Party B (which approval shall not be
unreasonably withheld) on terms substantially similar to this Schedule and the
related Confirmation, (ii) obtain a guaranty of, or a contingent agreement of,
another person with Approved Rating Thresholds to honor Party A's obligations
under this Agreement, provided that such other person is approved by Party B
(which approval not to be unreasonably withheld), (iii) post collateral which
will be sufficient to restore the immediately prior ratings of each Class of
Notes issued by Party B or (iv) establish any other arrangement satisfactory to
Party B and to the applicable Rating Agency, in each case, sufficient to satisfy
the Rating Agency Condition. All costs and expenses in connection with effecting
any arrangements pursuant to clauses (i), (ii), (iii) or (iv) shall be for the
account of Party A.
(b) Non-Reliance. In connection with the negotiation of, the entering into,
and the confirming of the execution of this Master Agreement, any Credit Support
Document to which it is a party, each Transaction and any other documentation
relating to this Master Agreement to which it is a party or that is required by
this Master Agreement to deliver, each of Party A and Party B acknowledge that:
i. it is not relying (for the purposes of making any investment
decision or otherwise) upon any advice, counsel or representations
(whether written or oral) of the other party to this Master Agreement,
such Credit Support Document, each Transaction or such other
documentation other than the representations expressly set forth in
this Master Agreement, such Credit Support Document and in any
Confirmation;
ii. it has consulted with its own legal, regulatory, tax, business,
investment, financial and accounting advisors to the extent it has
deemed necessary, and it has made its own investment, hedging and
trading decisions (including decisions regarding the suitability of
any Transaction pursuant to this Master Agreement) based upon its own
judgment and upon any advice from such advisors as it has deemed
necessary and not upon any view expressed by the other party to this
Master Agreement, such Credit Support Document, each Transaction or
such other documentation;
iii. it has a full understanding of all the terms, conditions and
risks (economic and otherwise) of the Master Agreement, such Credit
Support Document, each Transaction and such other documentation and is
capable of assuming and willing to, and will, assume (financially and
otherwise) those risks;
iv. it is an "eligible contract participant" as defined in Section
1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as amended by the
Commodity Futures Modernization Act of 2000;
v. it is entering into this Master Agreement, such Credit Support
Document, each Transaction and such other documentation for the
purposes of managing its borrowings or investments, hedging its
underlying assets or liabilities or in connection with a line of
business;
vi. it is entering into this Master Agreement, such Credit Support
Document, each Transaction and such other documentation as principal,
and not as agent or in any other capacity, fiduciary or otherwise; and
vii. the other party to this Master Agreement, such Credit Support
Document, each Transaction and such other documentation (a) is not
acting as a fiduciary or financial, investment or commodity trading
advisor for it; (b) has not given to it (directly or indirectly
through any other person) any assurance, guaranty or representation
whatsoever as to the merits (either legal, regulatory, tax, financial,
accounting or otherwise) of this Master Agreement, such Credit Support
Document, each Transaction or such other documentation; and (c) has
not committed to unwind the Transactions.
The representations and agreements in Part 5(2) above of this Schedule
shall be deemed representations and agreements for all purposes of this
Master Agreement, including without limitation Sections 3, 4, 5(a)(ii)
and 5(a)(iv) hereof.
(c) Deduction or Withholding for Tax. Party B shall not be required to pay
to Party A any amount relating to Indemnifiable Taxes pursuant to Section
2(d)(i)(4) of the Agreement. However, if in the absence of this paragraph, Party
B would otherwise be required to pay such amounts, Party A shall have the right,
but not the obligation, to transfer its rights and obligations under this
Agreement to another of its Offices or Affiliates or third party such that no
Indemnifiable Tax would be imposed, subject to the notice and consent provisions
set forth in paragraph 6(b)(ii) of the Agreement.
(d) No Petition. Party A hereby covenants and agrees that, prior to the
date which is one year and one day after the payment in full of (i) all of the
Notes, Class C Certificates and Class D Certificates and (ii) any other
securities issued by a trust as to which FCAR Two LLC is the depositor and the
expiration of all applicable preference periods under the United States
Bankruptcy Code or other applicable law, it will not institute against, or join
with any other Person in instituting against, Party B or FCAR Two LLC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under the laws of any jurisdiction. The provisions of this
paragraph shall survive the termination of this Agreement.
(e) Limited Recourse. Notwithstanding anything to the contrary contained in
this Agreement, the obligations of Party B under this Agreement and any
Transaction hereunder are solely the obligations of Party B and shall be payable
solely to the extent of funds received by and available to Party B in accordance
with the priority of payment provisions of the Indenture and the Sale and
Servicing Agreement and on the Distribution Dates specified therein. Party A
acknowledges that Party B has pledged its assets constituting the Indenture
Trust Estate to the Indenture Trustee. Upon exhaustion of the assets of Party B
and proceeds thereof in accordance with the Indenture and the Sale and Servicing
Agreement, 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 shall be had 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, except as specifically provided herein, no recourse shall be had
for the payment of any amount owing in respect of any obligation of, or claim
against, Party B based on or arising out of or based upon this Agreement against
the Administrator (as defined in the Administration Agreement), FCAR Two LLC 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 gross negligence or fraudulent actions or omissions taken by
them.
(f) 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 for the benefit of the holders of the Notes
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, including payments on early termination, will be made in
accordance with the priority of payment provisions of the Indenture and the Sale
and Servicing Agreement and on the Distribution Dates specified therein.
(g) Confirmation of Transactions. Each Transaction to be effectuated
pursuant to this Agreement shall be evidenced by a written confirmation executed
by each of Party A and Party B.
(h) Recording of Conversations. Each party (i) consents to the recording of
the telephone conversations of the trading and marketing personnel of the
parties in connection with this Agreement and any potential or actual
Transaction and (ii) agrees to obtain any necessary consent of, and to give
notice of such recording to, its personnel.
(i) Consent by Party A to Amendments to Certain Documents. Before any
amendment is made to the Indenture or any of the Receivables Transfer and
Servicing Agreements which may adversely affect any of Party A's rights or
obligations under this Agreement or any Transaction, or modify the obligations
of, or impair the ability of Party B to fully perform any of Party B's
obligations under this Agreement or any Transaction, Party B shall provide Party
A with a copy of the proposed amendment or supplement and shall obtain the
consent of Party A thereto 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 10 Business Days of
receipt of a written request for such consent.
(j) Definitions. Unless otherwise specified in a Confirmation, this
Agreement and the relevant Transaction between the parties are subject to the
2000 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.
(k) Additional Definitions.
"Administration Agreement" shall mean the administration agreement
(including Appendix A thereto) dated as of September 1, 2001, as amended,
supplemented or otherwise modified and in effect, by and among Party B,
Ford Motor Credit Company and The Chase Manhattan Bank.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York, New York or
the State of Delaware are authorized or obligated by law, regulation or
executive order to remain closed.
"Class A Notes" means the Class A Notes issued by Party B pursuant to
the Indenture.
"Class A-1 Notes" means the Class A-1 Notes issued by Party B pursuant
to the Indenture.
"Class A-2 Notes" means the Class A-2 Notes issued by Party B pursuant
to the Indenture.
"Class A-3 Notes" means the Class A-3 Notes issued by Party B pursuant
to the Indenture.
"Class A-4 Notes" means the Class A-4 Notes issued by Party B pursuant
to the Indenture.
"Class B Notes" means the Class B 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 3, 2001.
"Distribution Date" shall mean the fifteenth (15th) day of each
calendar month or, if such day is not a Business Day, the next succeeding
Business Day, commencing October 15, 2001.
"FCAR Two LLC" shall mean Ford Credit Auto Receivables Two LLC.
"Fitch" means Fitch, Inc.
"Indenture" shall mean the indenture dated as of September 1, 2001
(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 Trust Estate" shall mean all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of Indenture for the benefit of the Noteholders and the Swap
Counterparties (including, without limitation, all property and interests
granted to the Indenture Trustee), including all proceeds thereof.
"Indenture Trustee" shall mean The Chase Manhattan Bank or any
successor or replacement thereto pursuant to the Indenture.
"Moody's" shall mean Xxxxx'x 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 and the Class B Notes issued by Party B pursuant
to the Indenture.
"Owner Trustee" shall mean The Bank of New York, as owner trustee under
the Trust Agreement.
"Purchase Agreement" shall mean the purchase agreement (including
Appendix A thereto) dated as of September 1, 2001, as from time to time amended,
supplemented or otherwise modified and in effect, between Ford Motor Credit
Company and FCAR Two LLC.
"Rating Agencies" shall mean Xxxxx'x, S&P and Fitch or any substitute
rating agency that FCAR Two LLC requests to rate the Notes, Class C
Certificates or Class D Certificates.
"Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice thereof and that each of
the Rating Agencies shall have notified FCAR Two LLC, the Servicer, the Owner
Trustee and the Indenture Trustee in writing that such action will not result in
a reduction or withdrawal of the then current rating of the Notes or the
Certificates.
"Receivables Transfer and Servicing Agreements" shall mean collectively
the Purchase Agreement, the Sale and Servicing Agreement, the Trust Agreement
and the Administration Agreement.
"S&P" shall mean Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc.
"Sale and Servicing Agreement" shall mean the sale and servicing
agreement (including Appendix A thereto) dated as of September 1, 2001, as
amended, supplemented or otherwise modified and in effect, by and among Party B,
FCAR Two LLC, as seller, and Ford Motor Credit Company, as servicer.
"Servicer" shall mean Ford Motor Credit Company, as servicer under the
Sale and Servicing Agreement.
"Swap Counterparties" means Citibank, N.A. and any other institution
becoming a successor or replacement under this Agreement.
"Trust Agreement" shall mean the Amended and Restated Trust Agreement
(including Appendix A thereto), dated as of September 1, 2001, as amended,
supplemented or otherwise modified and in effect, by and among FCAR Two LLC, the
Bank of New York (Delaware), as Delaware Trustee and The Bank of New York, as
Owner Trustee.
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.
FORD CREDIT AUTO OWNER TRUST CITIBANK, N.A.
2001-E
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:
EXHIBIT A-Form of Confirmation
[Date]
To: CITIBANK, N.A.
Contact: [ ]
Tel:
Fax:
From: FORD CREDIT AUTO OWNER TRUST 2001-E
Contact: [ ]
Tel:
Fax:
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 Citibank, N.A.
("Party A") and Ford Credit Auto Owner Trust 2001-A ("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 2000 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
are incorporated into this Confirmation. For these purposes, all references in
those Definitions to a "Swap Transaction" shall be deemed to apply to the
Transactions referred to herein. 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 3, 2001, 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: Citibank, N.A.
Party B: Ford Credit Auto Owner Trust
2001-E.
Trade Date: [ ] .
Effective Date: [ ] .
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
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 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 earlier of [ ] and
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 calendar
month, subject to adjustment
in accordance with the
Following Business Day
Convention.
Period End Date: The 15th day of each calendar
month, with No Adjustment.
Fixed Rate: [ ]%
Fixed Rate Day
Count Fraction: 30/360.
Floating Amounts
Floating Rate Payer: Party A.
Floating Rate Payer
Payment Dates: The 15th day of each calendar
month, subject to adjustment
in accordance with the
Following Business Day
Convention.
Floating Rate for
initial Calculation
Period: [ ]% (excluding spread)
Floating Rate Option: [USD-LIBOR-BBA].
Designated Maturity: One month.
Spread: [ ]%
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.
3. Account Details
Payments to Party A: Citibank, N.A. New York
ABA#: 000000000
Account#: 00000000
Financial Futures
Payments to Party B: The Chase Manhattan Bank
ABA#: 000000000
Account#: 160838.1
Account Name: Collection Account
Ref: Ford 2001-E
Party A Operations
Contact: Citibank, N.A.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Attention: Xxxxxx Xxxxxxxx
Tel: (000) 000-0000
Party B Operations
Contact: The Chase Manhattan Bank
Corporate Trust Administration
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
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 2001-E
By: THE BANK OF NEW YORK,
not in its individual capacity
but solely as Owner Trustee
By:______________________________
Name:
Title:
CITIBANK, N.A.
By:______________________________
Name:
Title:
