SCHEDULE
to the
Master Agreement
("Agreement")
dated as of August 1, 2001
between
Ford Motor Credit Company ("Party A"),
a Delaware corporation
And
Ford Credit Floorplan Master Owner Trust A ("Party B"),
a business trust organized and existing under the laws of
the State of Delaware
Part 1. Termination Provisions.
(a) "Specified Entity" means in relation to Party A: Not applicable.
and in relation to Party B: Not applicable.
(b) "Specified Transaction" will have the meaning specified in Section 12
of this Agreement.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii) of this
Agreement will not apply to Party A and will not apply to Party B.
(d) The "Credit Support Default" provisions of Section 5(a)(iii) of this
Agreement will not apply to Party A and will not apply to Party B.
(e) The "Misrepresentation" provisions of Section 5(a)(iv) of this
Agreement will not apply to Party A and will not apply to Party B.
(f) The "Default under Specified Transaction" provisions of Section 5(a)(v)
of this Agreement will not apply to Party A and will not apply to Party
B.
(g) The "Cross Default" provisions of Section 5(a)(vi) of this Agreement
will not apply to Party A and will not apply to Party B.
(h) The "Credit Event Upon Merger" provisions of Section 5(b)(ii) of this
Agreement will not apply to Party A and will not apply to Party B.
(i) The "Automatic Early Termination" provision of Section 6(a) of this
Agreement will not apply to Party A and will not apply to Party B.
(j) Notwithstanding anything in this Agreement to the contrary, the amounts
determined and payable pursuant to Section 6(e) of this Agreement shall
not be subject to any Set-off.
(k) "Payments on Early Termination" for the purpose of Section 6(e) of this
Agreement:--
(1) Market Quotation will apply.
(2) The Second Method will apply.
(l) "Termination Currency" means United States Dollars.
(m) "Additional Termination Event" will apply. The following shall
constitute an Additional Termination Event:
(1) If an event of default occurs under the Series 2001-1
Floating Rate Asset Backed Notes issued by Party A (the
"Notes") and the indenture trustee liquidates all or a portion
of the trust assets in the manner permitted by that certain
Indenture dated as of August 1, 2001 by The Chase Manhattan
Bank as initial indenture trustee and the Trust (as from time
to time hereafter amended).
(n) If Party A's short-term unsecured, unsubordinated and unguaranteed
credit rating is withdrawn or downgraded below A-1/P-1/F1 or its
equivalent by any rating agency rating the Notes (each a "Rating
Agency" and collectively, the "Rating Agencies")) and, as a result of
such withdrawal or downgrade, the ratings of the Notes would be
adversely affected, Party A shall:
(1) use its best efforts to arrange for its obligations under
this Agreement to be transferred and assigned within 30
calendar days of such withdrawal or downgrade to an
appropriate transferee having an A-1/P-1/F1 or equivalent
rating from the Rating Agencies such that the rating of the
Notes will be at least equal to the ratings of the Notes
immediately prior to the earlier of (x) such withdrawal or
downgrade or (y) any credit watch, credit alert or other prior
notice by a Rating Agency of a pending withdrawal, review or
downgrade of the ratings of Party A; or
(2) enter into an arrangement or arrangements acceptable to
each Rating Agency within 30 calendar days of such withdrawal
or downgrade in order to maintain the ratings of the Notes at
such ratings as the Notes had immediately prior to the earlier
of (x) such withdrawal or downgrade or (y) any credit watch,
credit alert or other prior notice by a Rating Agency of a
pending withdrawal, review or downgrade of the ratings of
Party A.
Notwithstanding anything in this Agreement to the contrary, if Party A
does not satisfy either of the requirements set forth in items (n)(1)
and (2) above within 30 calendar days of such rating withdrawal or
downgrade, it shall be deemed an Additional Termination Event with
Party A as the Affected Party and Party B may [with __ calendar
days/Local Business Days notice to Party A] designate an Early
Termination Date. Provided, further, that this Agreement will not be
terminated by Party B pursuant to this Part 1, item (n) if holders of
at least 66 2/3% of the aggregate outstanding principal balance of the
Notes vote to not so terminate this Agreement.
Part 2. Agreement to Deliver Documents.
(1) For the purposes of Section 4(a) of this Agreement, each party agrees
to deliver the following documents, as applicable:--
Party required to Date by which to
deliver document Form/Document Certificate be delivered
------------------------------------------ ------------
Party A reasonably satisfactory in form and Closing Date*
substance to Party B
Party A Party A with respect to the authority of Closing Date*
the person executing this Agreement and
related documentation on its behalf.
Party B An opinion of counsel reasonably Closing Date*
satisfactory in form and substance to
Party A
Party B A certificate of incumbency of Party B Closing Date*
with respect to the authority of the
person executing this Agreement and
related documentation on its behalf.
*The "Closing Date" shall mean on or about August 1, 2001.
(2) The information that is required to be delivered by a party under paragraph
(1) of Part 2 of this Schedule will be covered by the representation in Section
3(d) of this Agreement.
Part 3. Miscellaneous.
(a) Addresses for Notices. For the purpose of Section 10(a) of this
Agreement:--
Address for notices or communications to Party A:--
Ford Motor Credit Company
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Securitization Operations Manager
Facsimile No.: 000-000-0000
With a copy to:
Ford Motor Credit Company
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Secretary
Facsimile No.: 000-000-0000
Address for notices or communications to Party B:--
Ford Credit Floorplan Master Owner Trust A
The Bank of New York, as Owner Trustee
000 Xxxxxxx Xxxxxx, Xxxxx 00 X
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Administration
Facsimile No. 000-000-0000
With a copy to:
Ford Motor Credit Company
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Secretary
Facsimile No.: 000-000-0000
(b) Calculation Agent. Party B (acting through the Trustee of Party B (the
"Trustee"), who shall be acting on behalf of Party B) shall calculate,
as promptly as practicable, the applicable Floating Rate or Floating
Rates for each Payment Date, Calculation Period and Reset Date, as
applicable, for all Transactions hereunder and shall give notice of
such Floating Rate or Floating Rates, as promptly as practicable, to
Party A. For all other purposes, the Calculation Agent will be Party A.
(c) Credit Support Document. Not applicable.
(d) Credit Support Provider. Not applicable.
(e) Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
(f) "Affiliate". "Affiliate" (1) in relation to Party A, means any person
or entity controlled by Party A, and (2) in relation to Party B, will
have the meaning specified in Section 12 of this Agreement.
Part 4. Other Provisions.
(a) No Setoff. Without affecting the provisions of this Agreement
requiring the calculation of certain net payment amounts, all payments
under this Agreement will be made without setoff or counterclaim.
(b) Trustee. It is understood that the Trustee is executing this Agreement
solely in its capacity as Trustee to Party B as set forth in the
Amended and Restate Trust Agreement and that under this Agreement there
shall be no claims against or liability of the Trustee in any other
capacity or claims against the assets of the Trustee and the Trustee
shall have no liabilities, duties or standards of care hereunder
greater than those set forth in such Amended and Restated Trust
Agreement. All duties, obligations and liabilities of Party B,
including but not limited to all representations, warranties and
covenants of Party B shall apply to Party B and not to the Trustee in
its individual capacity.
(c) No Petition. Party A hereby irrevocably and unconditionally agrees that
it will not institute against, or join any other person in instituting
against, Party B, any bankruptcy, reorganization, arrangement,
insolvency, or similar proceeding under the laws of the United States
or any other jurisdiction for the non-payment of any amounts due
hereunder until the final payment in respect of the Notes and the
expiration of a period of one year plus one day following such payment.
(d) Certain Definitions. Reference is made to the 1991 ISDA Definitions as
supplemented by the 1998 Supplement to the 1991 Definitions (the "ISDA
Definitions"), published by the International Swap Derivatives
Association, Inc., which are hereby incorporated by reference For
these purposes, (i) all references in the ISDA Definitions to a "Swap
Transaction" shall be deemed to include Transactions under this
Agreement and (ii) all references in the ISDA Definitions to a
"Business Day" shall be deemed references to a Local Business Day under
this Agreement. In the event of any inconsistency between the
provisions of this Agreement and the ISDA Definitions the provisions
of this Agreement shall prevail. Any definitions included or
incorporated by reference in a Confirmation shall prevail over the
provisions of this Agreement, and the ISDA Definitions.
(e) Section 1(c). Section 1(c) of this Agreement is not applicable.
(f) Amendments and Waivers. Notwithstanding anything in this Agreement to
the contrary, and in addition to the requirements of Section 8(b) of
this Agreement, no amendment, modification or waiver in respect of this
Agreement shall be effective unless and until prior notice of such
amendment, modification or waiver has been provided to each Rating
Agency and each such Rating Agency has confirmed in writing that such
amendment, modification or waiver will not result in any withdrawal or
downgrade of its respective rating of the Notes.
(g) Assignments. Notwithstanding anything in this Agreement to the
contrary, and in addition to the requirements of Section 7 of this
Agreement, neither this Agreement, nor any interest or obligation
herein or hereunder, may be transferred by either party until prior
notice of such transfer has been provided to each Rating Agency and
each such Rating Agency has confirmed in writing that such transfer
will not result in any withdrawal or downgrade of its respective rating
of the Notes.
(h) Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision were amended and reformed so as
to make it valid and enforceable to the maximum extent permitted under
applicable law and within the general intent of the original provision.
(i) Limited Liability. No recourse shall be taken for the payment of any
amount owing in respect of any obligation of, or claim against, either
Party A or Party B based upon or arising out of this Agreement against
any stockholder, 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 wilful misconduct, bad faith or gross negligence.
IN WITNESS WHEREOF the parties have executed this Schedule on the respective
dates specified below with effect from the date specified on the first page of
this document.
FORD MOTOR CREDIT COMPANY FORD CREDIT FLOORPLAN MASTER
OWNER TRUST A
By: THE BANK OF NEW YORK,
as Owner Trustee
By: ____________________________ By: _____________________________
Name: ____________________________ Name: __________________________
Title: ____________________________ Title: ___________________________
Date: ____________________________ Date: ___________________________
